<PAGE>

                                                                     EXHIBIT 4.2

                       INTERNATIONAL SPEEDWAY CORPORATION

                           5.40% SENIOR NOTES DUE 2014

                        ---------------------------------

                                    INDENTURE

                           Dated as of April 23, 2004

                        ---------------------------------

                       Wachovia Bank, National Association

                                     Trustee

<PAGE>
Certain Sections of this Indenture relating to Sections 310 through 318,
inclusive, of the Trust Indenture Act of 1939:

Trust Indenture
Act Section                                                    Indenture Section

(S)      310    (a)(1).......................................................609
                (a)(2).......................................................609
                (a)(3)............................................Not Applicable
                (a)(4)............................................Not Applicable
                (b)   ..................................................608, 610
(S)      311    (a)   .......................................................613
                (b)   .......................................................613
(S)      312    (a)   ..................................................701, 702
                (b)   .......................................................702
                (c)   .......................................................702
(S)      313    (a)   .......................................................703
                (b)   .......................................................703
                (c)   .......................................................703
                (d)   .......................................................703
(S)      314    (a)   .......................................................704
                (a)(4).................................................101, 1004
                (b)   ............................................Not Applicable
                (c)(1).......................................................102
                (c)(2).......................................................102
                (c)(3)............................................Not Applicable
                (d)   ............................................Not Applicable
                (e)   .......................................................102
(S)      315    (a)   .......................................................601
                (b)   .......................................................602
                (c)   .......................................................601
                (d)   .......................................................601
                (e)   .......................................................514
(S)      316    (a)   .......................................................101
                (a)(1)(A)...............................................502, 512
                (a)(1)(B)....................................................513
                (a)(2)............................................Not Applicable
                (b)   .......................................................508
                (c)   .......................................................104
(S)      317    (a)(1).......................................................503
                (a)(2).......................................................504
                (b)   ......................................................1003
(S)      318    (a)   .......................................................107

--------------------------
Note:  This reconciliation and tie shall not, for any purpose, be deemed to be
a part of the Indenture.
<PAGE>


                                   ARTICLE I
            DEFINITIONS AND OTHER PROVISIONS OF GENERAL APPLICATION


<TABLE>
<S>            <C>                                                                                   <C>
Section 101.   Definitions.............................................................................1
Section 102.   Compliance Certificates and Opinions...................................................11
Section 103.   Form of Documents Delivered to Trustee.................................................11
Section 104.   Acts of Holders; Record Dates..........................................................12
Section 105.   Notices, Etc., to Trustee and Company..................................................14
Section 106.   Notice to Holders; Waiver..............................................................14
Section 107.   Conflict with Trust Indenture Act......................................................14
Section 108.   Effect of Headings and Table of Contents...............................................14
Section 109.   Successors and Assigns.................................................................15
Section 110.   Separability Clause....................................................................15
Section 111.   Benefits of Indenture..................................................................15
Section 112.   Governing Law..........................................................................15
Section 113.   Legal Holidays.........................................................................15

                                                ARTICLE II
                                              FORM OF NOTES

Section 201.   Form Generally.........................................................................15
Section 202.   Form of Face of Note...................................................................16
Section 203.   Form of Reverse of Note................................................................18
Section 204.   Form of Legend for Global Notes and Schedule of Exchanges of
               Interests in the Global Note...........................................................20
Section 205.   Legends................................................................................21
Section 206.   Form of Trustee's Certificate of Authentication........................................22
Section 207.   Form of Assignment.....................................................................22

                                               ARTICLE III
                                                THE NOTES

Section 301.   Amount.................................................................................23
Section 302.   Denominations..........................................................................23
Section 303.   Execution, Delivery and Dating.........................................................23
</TABLE>


<PAGE>


                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                    PAGE

<S>            <C>                                                                                   <C>
Section 304.   Temporary Note.........................................................................24
Section 305.   Registration; Registrar and Paying Agent; Registration of Transfer
               and Exchange...........................................................................24
Section 306.   Mutilated, Destroyed, Lost and Stolen Notes............................................27
Section 307.   Payment of Interest; Additional Interest; Interest Rights Preserved....................28
Section 308.   Persons Deemed Owners..................................................................29
Section 309.   Cancellation...........................................................................29
Section 310.   Computation of Interest................................................................29
Section 311.   CUSIP Number...........................................................................29
Section 312.   Special Transfer Provisions............................................................30

                                                ARTICLE IV
                                        Satisfaction and Discharge

Section 401.   Satisfaction and Discharge of Indenture................................................33
Section 402.   Application of Trust Money.............................................................34

                                                ARTICLE V
                                                 REMEDIES

Section 501.   Events of Default......................................................................34
Section 502.   Acceleration of Maturity; Rescission and Annulment.....................................35
Section 503.   Collection of Indebtedness and Suits for Enforcement by Trustee........................36
Section 504.   Trustee May File Proofs of Claim.......................................................37
Section 505.   Trustee May Enforce Claims Without Possession of the Notes.............................37
Section 506.   Application of Money Collected.........................................................37
Section 507.   Limitation on Suits....................................................................38
Section 508.   Unconditional Right of Holders to Receive Payment......................................38
Section 509.   Restoration of Rights and Remedies.....................................................39
Section 510.   Rights and Remedies Cumulative.........................................................39
Section 511.   Delay or Omission Not Waiver...........................................................39
</TABLE>


                                      -ii-
<PAGE>


                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                    PAGE

<S>            <C>                                                                                   <C>
Section 512.   Control by Holders.....................................................................39
Section 513.   Waiver of Past Defaults................................................................39
Section 514.   Undertaking for Costs..................................................................40
Section 515.   Waiver of Usury, Stay or Extension Laws................................................40

                                                ARTICLE VI
                                               THE TRUSTEE

Section 601.   Certain Duties and Responsibilities....................................................40
Section 602.   Notice of Defaults.....................................................................41
Section 603.   Certain Rights of Trustee..............................................................41
Section 604.   Not Responsible for Recitals or Issuance of the Notes..................................42
Section 605.   May Hold Notes.........................................................................42
Section 606.   Money Held in Trust....................................................................42
Section 607.   Compensation and Reimbursement.........................................................42
Section 608.   Conflicting Interests..................................................................43
Section 609.   Corporate Trustee Required; Eligibility................................................43
Section 610.   Resignation and Removal; Appointment of Successor......................................43
Section 611.   Acceptance of Appointment by Successor.................................................44
Section 612.   Merger, Conversion, Consolidation or Succession to Business............................45
Section 613.   Preferential Collection of Claims Against Company......................................45
Section 614.   Appointment of Authenticating Agent....................................................45

                                               ARTICLE VII
                            HOLDERS' LISTS AND REPORTS BY TRUSTEE AND COMPANY

Section 701.   Company to Furnish Trustee Names and Addresses of Holders..............................47
Section 702.   Preservation of Information; Communications to Holders.................................47
Section 703.   Reports by Trustee.....................................................................47
Section 704.   Reports by Company.....................................................................48
</TABLE>


                                      -iii-
<PAGE>


                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                    PAGE

<S>            <C>                                                                                   <C>
                                               ARTICLE VIII
                                                SUCCESSORS

Section 801.   Merger, Consolidation, or Sale of Assets...............................................48
Section 802.   Successor Substituted..................................................................49

                                                ARTICLE IX
                                         SUPPLEMENTAL INDENTURES

Section 901.   Supplemental Indentures Without Consent of Holders.....................................49
Section 902.   Supplemental Indentures With Consent of Holders........................................50
Section 903.   Execution of Supplemental Indentures...................................................51
Section 904.   Effect of Supplemental Indentures......................................................51
Section 905.   Conformity with Trust Indenture Act....................................................51
Section 906.   Reference in Notes to Supplemental Indentures..........................................51

                                                ARTICLE X
                                                COVENANTS

Section 1001.  Payment of Notes.......................................................................52
Section 1002.  Maintenance of Office or Agency........................................................52
Section 1003.  Money for Note Payments to Be Held in Trust............................................52
Section 1004.  Statement by Officers as to Default....................................................53
Section 1005.  Existence..............................................................................53
Section 1006.  Maintenance of Properties..............................................................54
Section 1007.  Payment of Taxes and Other Claims......................................................54
Section 1008.  Limitation on Liens....................................................................54
Section 1009.  Limitations on Sale and Leaseback Transactions.........................................56
Section 1010.  Additional Note Guarantees.............................................................57
Section 1011.  Waiver of Certain Covenants............................................................57
</TABLE>


                                      -iv-
<PAGE>


                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                    PAGE

<S>            <C>                                                                                   <C>
                                                ARTICLE XI
                                           REDEMPTION OF NOTES

Section 1101.  Applicability of Article; Redemption Price.............................................58
Section 1102.  Election to Redeem; Notice to Trustee..................................................58
Section 1103.  Selection by Trustee of Notes to Be Redeemed...........................................58
Section 1104.  Notice of Redemption...................................................................58
Section 1105.  Deposit of Redemption Price............................................................59
Section 1106.  Notes Payable on Redemption Date.......................................................59
Section 1107.  Notes Redeemed in Part.................................................................60

                                               ARTICLE XII
                                             NOTE GUARANTEES

Section 1201.  Note Guarantees........................................................................60
Section 1202.  Execution and Delivery of Note Guarantee...............................................62
Section 1203.  Severability...........................................................................62
Section 1204.  Limitation of Guarantor's Liability....................................................61
Section 1205.  Releases...............................................................................62
Section 1206.  Benefits Acknowledged..................................................................63
Section 1207.  Contribution...........................................................................63
Section 1208.  Waiver of Subrogation..................................................................63

                                               ARTICLE XIII
                                    DEFEASANCE AND COVENANT DEFEASANCE

Section 1301.  Company's Option to Effect Defeasance or Covenant Defeasance...........................64
Section 1302.  Defeasance and Discharge...............................................................64
Section 1303.  Covenant Defeasance....................................................................64
Section 1304.  Conditions to Defeasance or Covenant Defeasance........................................65
Section 1305.  Deposited Money and U.S. Government Obligations to Be Held in
               Trust; Miscellaneous Provisions........................................................66
</TABLE>


                                       -v-
<PAGE>


                                TABLE OF CONTENTS
                                   (continued)

<TABLE>
<CAPTION>
                                                                                                    PAGE

<S>            <C>                                                                                   <C>
Section 1306.  Reinstatement..........................................................................67
</TABLE>













                                      -vi-

<PAGE>

                                    INDENTURE

INDENTURE, dated as of April 23, 2004, between International Speedway
Corporation, a corporation organized and existing under the laws of the State of
Florida (herein called the "Company"), having its principal executive office at
1801 West International Speedway Boulevard, Daytona Beach, Florida 32114, the
Guarantors named on the signature pages hereto (collectively, the "Guarantors"),
and Wachovia Bank, National Association, a national banking association duly
organized and existing under the laws of the United States of America, as
Trustee (herein called the "Trustee").

                                    Recitals

      The Company, the Guarantors and the Trustee agree as follows for the
benefit of each other and for the equal and ratable benefit of the Holders of
the Notes (as defined herein):

                                    ARTICLE I

                        Definitions and Other Provisions
                             of General Application

Section 101. Definitions.

      For all purposes of this Indenture, except as otherwise expressly provided
or unless the context otherwise requires:

      (1) the terms defined in this Article have the meanings assigned to them
in this Article and include the plural as well as the singular;

      (2) all other terms used herein which are defined in the Trust Indenture
Act, either directly or by reference therein, have the meanings assigned to them
therein;

      (3) all accounting terms not otherwise defined herein have the meanings
assigned to them in accordance with generally accepted accounting principles,
and, except as otherwise herein expressly provided, the term "generally accepted
accounting principles" with respect to any computation required or permitted
hereunder shall mean such accounting principles as are generally accepted at the
date of such computation;

      (4) unless the context otherwise requires, any reference to an "Article"
or a "Section" refers to an Article or a Section, as the case may be, of this
Indenture; and

      (5) the words "herein", "hereof" and "hereunder" and other words of
similar import refer to this Indenture as a whole and not to any particular
Article, Section or other subdivision.

      "144A Global Note" means one or more Global Notes bearing the Private
Placement Legend that will be issued in an aggregate principal amount of
denominations equal in total to the outstanding principal amount of Notes sold
in reliance on Rule 144A.

                                       2
<PAGE>

      "144A Global Note Legend" shall have the meaning specified in Section
205(B).

      "Act", when used with respect to any Holder, has the meaning specified in
Section 104.

      "Additional Assets" means (i) any property or assets (other than
indebtedness and Capital Stock) in a Related Business, including improvements to
existing assets, used by the Company or a Restricted Subsidiary in a Related
Business; (ii) Capital Stock of a Person that becomes a Restricted Subsidiary as
a result of the acquisition of such Capital Stock by the Company or another
Restricted Subsidiary; provided, however, that any such Restricted Subsidiary is
primarily engaged in a Related Business; (iii) Capital Stock constituting an
additional equity interest in any Person that at such time is a Restricted
Subsidiary that is not a wholly-owned subsidiary; or (iv) the costs of improving
or developing any property owned by the Company or a Restricted Subsidiary that
is used in a Related Business.

      "Additional Interest" means all additional interest then owing pursuant to
Section 4 of the Registration Rights Agreement.

      "Additional Notes" means Notes issued and authenticated in accordance with
clause (ii) of Section 301.

      "Affiliate" of any specified Person means any other Person directly or
indirectly controlling or controlled by or under direct or indirect common
control with such specified Person. For the purposes of this definition,
"control" when used with respect to any specified Person means the power to
direct the management and policies of such Person, directly or indirectly,
whether through the ownership of voting securities, by contract or otherwise;
and the terms "controlling" and "controlled" have meanings correlative to the
foregoing.

      "Attributable Debt" means, in respect of a Sale and Leaseback Transaction
and as of any particular time, the present value (discounted at the rate of
interest implicit in the terms of the lease involved in such Sale and Leaseback
Transaction, as determined in good faith by the Company) of the obligation of
the lessee thereunder for net rental payments (excluding, however, any amounts
required to be paid by such lessee, whether or not designated as rent or
additional rent, on account of maintenance and repairs, services, insurance,
taxes, assessments, water rates or similar charges or any amounts required to be
paid by such lessee thereunder contingent upon monetary inflation or the amount
of sales, maintenance and repairs, insurance, taxes, assessments, water rates or
similar charges) during the remaining term of such lease (including any period
for which such lease has been extended or may, at the option of the lessor, be
extended).

      "Authenticating Agent" means any Person authorized by the Trustee pursuant
to Section 614 to act on behalf of the Trustee to authenticate the Notes.

      "Authentication Order" shall have the meaning specified in Section 301.

      "Bankruptcy Law" means Title 11, U.S. Code or any similar federal or state
law for relief of

                                       3
<PAGE>

debtors.

      "Board of Directors" means either the board of directors of the Company or
any duly authorized committee of that board.

      "Board Resolution" means a copy of a resolution certified by the Secretary
or an Assistant Secretary of the Company to have been duly adopted by the Board
of Directors and to be in full force and effect on the date of such
certification, and delivered to the Trustee.

      "Business Day", when used with respect to any Place of Payment, means each
Monday, Tuesday, Wednesday, Thursday and Friday which is not a day on which
banking institutions in that Place of Payment are authorized or obligated by law
or executive order to close.

      "Capital Stock" of any Person means any and all shares, interests, rights
to purchase, warrants, options, participations or other equivalents of or
interests in (however designated) equity of such Person, including any preferred
stock, but excluding any debt securities convertible into such equity.

      "Commission" means the Securities and Exchange Commission, from time to
time constituted, created under the Exchange Act, or, if at any time after the
execution of this instrument such Commission is not existing and performing the
duties now assigned to it under the Trust Indenture Act, then the body
performing such duties at such time.

      "Common Stock" includes any stock of any class of the Company which has no
preference in respect of dividends or of amounts payable in the event of any
voluntary or involuntary liquidation, dissolution or winding-up of the Company
and which is not subject to redemption by the Company.

      "Company" means the Person named as the "Company" in the first paragraph
of this instrument until a successor Person shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Company" shall mean
such successor Person.

      "Company Request" or "Company Order" means a written request or order
signed in the name of the Company by its Chairman of the Board, its Vice
Chairman of the Board, its President or a Vice President, and by its Treasurer,
an Assistant Treasurer, its Secretary or an Assistant Secretary, and delivered
to the Trustee.

      "Comparable Treasury Issue" means the United States Treasury security
selected by an Independent Investment Banker as having a maturity comparable to
the remaining term of the Notes that would be utilized, at the time of selection
and in accordance with customary financial practice, in pricing new issues of
corporate debt securities of comparable maturity to the remaining term of the
Notes.

      "Comparable Treasury Price" means, with respect to any Redemption Date,
(i) the average of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) on the third
business day preceding such Redemption Date,

                                       4
<PAGE>

as set forth in the daily statistical release (or any successor release)
published by the Federal Reserve Bank of New York and designated "Composite 3:30
p.m. Quotations for U.S. Government Securities" or (ii) if such release (or any
successor release) is not published or does not contain such prices on such
business day, (A) the average of the Reference Treasury Dealer Quotations (as
defined below) for such Redemption Date, after excluding the highest and lowest
such Referenced Treasury Dealer Quotations, or (B) if the Trustee obtains fewer
than four such Reference Treasury Dealer Quotations, the average of all such
quotations.

      "Consolidated Net Tangible Assets" means the aggregate amount of assets
(less applicable reserves and other properly deductible items) after deducting
therefrom (a) all goodwill, trade names, trademarks, patents, unamortized debt
discount and expense and other like intangibles, and (b) all current
liabilities, all as reflected in the Company's most recent consolidated balance
sheet contained in the Company's most recent consolidated financial statements
filed with the Commission prior to the time as of which "Consolidated Net
Tangible Assets" shall be determined.

      "Corporate Trust Office" means the designated corporate trust office of
the Trustee at which at any particular time its corporate trust business shall
be administered, presently such office is 225 Water Street, 3rd Floor,
Jacksonville, Florida 32202, Attn: Corporate Trust Department.

      "Corporation" means any corporation, partnership, joint venture,
association, joint stock company, business trust, trust, unincorporated
organization, limited liability company or other entity.

      "Covenant Defeasance" has the meaning specified in Section 1303.

      "Credit Facility" means the debt facility pursuant to that certain Credit
Agreement among the Company, certain Subsidiaries of the Company, the Lenders
parties thereto, Wachovia Bank, National Association, as Administrative Agent,
Citicorp North America, Inc., as Syndicate Agent and SunTrust Bank, as
Documentation Agent, dated as of September 12, 2003 and amended on the date
hereof, as the same may be amended, restated, modified, renewed, refunded,
replaced or refinanced in whole or in part from time to time.

      "Custodian" means Trustee, as custodian with respect to the Notes in
global form, or any successor entity thereto.

      "Debt" means with respect to any Person, any indebtedness of such Person:
in respect of borrowed money; evidenced by bonds, notes, debentures, or similar
instruments or letters of credit (or reimbursement agreements in respect
thereof); in respect of bankers acceptances; representing capital lease
obligations; in respect of the balance deferred and unpaid of the bargained for
consideration or purchase price in respect of the acquisition of any property,
except such balance that constitutes an accrued expense or trade payable; or
representing obligations under interest rate swap, cap or collar agreements or
other agreements or arrangements designed to protect such Person against
fluctuations in interest rates.

      "Defaulted Interest" has the meaning specified in Section 307.

                                       5
<PAGE>

      "Defeasance" has the meaning specified in Section 1302.

      "Depositary" means, with respect to the Notes issuable or issued in whole
or in part in the form of one or more Global Notes, a clearing agency registered
under the Exchange Act that is designated to act as Depositary for such Notes as
contemplated by Section 305.

      "Distribution Compliance Period" means the 40-day restricted period as
defined in Regulation S.

      "Event of Default" has the meaning specified in Section 501.

      "Exchange Act" means the Securities Exchange Act of 1934 and any statute
successor thereto, in each case as amended from time to time.

      "Exchange Notes" means Notes issued in accordance with the Registration
Rights Agreement having substantially identical terms to the Initial Notes
(except that the Exchange Notes will not contain restrictions on transfer or
provide for additional interest in the event of certain defaults under the
Registration Rights Agreement) and which are registered under the Securities Act

      "Exchange Offer" means an exchange offer that may be made by the Company,
pursuant to the Registration Rights Agreement, to exchange for any and all the
Initial Notes, a like aggregate principal amount of Exchange Notes.

      "Expiration Date" has the meaning specified in Section 104.

      "Global Note" means each Note that evidences all or part of the Notes and
bears any legend required hereby.

      "Guarantee" means any guarantee of all or any part of any indebtedness
other than by endorsement of negotiable instruments for collection in the
ordinary course of business, direct or indirect, in any manner, including,
without limitation, by way of a pledge of assets or through letters of credit or
reimbursement agreements in respect thereof.

      "Guarantors" means each of:

                  (1) the Company's Subsidiaries existing on the date of this
            Indenture that have executed this Indenture; and

                  (2) any other Subsidiary that executes a Note Guarantee in
            accordance with the provisions of this Indenture;

            and their respective successors and assigns.

      "Holder" means a Person in whose name a Note is registered.

                                       6
<PAGE>

      "Indenture" means this instrument as originally executed and as it may
from time to time be supplemented or amended by one or more indentures
supplemental hereto entered into pursuant to the applicable provisions hereof,
including, for all purposes of this instrument and any such supplemental
indenture, the provisions of the Trust Indenture Act that are deemed to be a
part of and govern this instrument and any such supplemental indenture,
respectively.

      "Independent Investment Banker" means one of the Reference Treasury
Dealers appointed by the Trustee after consultation with the Company.

      "Initial Notes" means $150,000,000 aggregate principal amount of the
Company's 5.40% Senior Notes due 2014 issued on the date hereof.

      "Institutional Accredited Investor" means an institution that is an
"accredited investor" as that term is defined in Rule 501(a)(1), (2), (3) or (7)
under the Securities Act.

      "Interest Payment Date" means the Stated Maturity of an installment of
interest on such Note.

      "Investment Company Act" means the Investment Company Act of 1940 and any
statute successor thereto, in each case as amended from time to time.

      "Lien" means any mortgage, pledge, security interest, lien or other
encumbrance.

      "Maturity", when used with respect to any Note, means the date on which
the principal of such Note or an installment of principal becomes due and
payable as therein or herein provided, whether at the Stated Maturity or by
declaration of acceleration, call for redemption or otherwise.

      "Non-U.S. person" means a person who is not a U.S. Person, as defined in
Regulation S.

      "Notes" means any Notes authenticated and delivered under this Indenture,
including, without limitation, Initial Notes, Exchange Notes and Additional
Notes.

      "Note Guarantee" means a Guarantee of the Notes by a Guarantor.

      "Notice of Default" means a written notice of the kind specified in
Section 501(4) or 501(5).

      "Officers' Certificate" means a certificate signed by the Chairman of the
Board, a Vice Chairman of the Board, the President or a Vice President, and by
the Treasurer, an Assistant Treasurer, the Secretary or an Assistant Secretary,
of the Company, and delivered to the Trustee. One of the officers signing an
Officers' Certificate given pursuant to Section 1004 shall be the principal
executive, financial or accounting officer of the Company.

      "Opinion of Counsel" means a written opinion of counsel, who may be
counsel for the Company, and who shall be reasonably acceptable to the Trustee.

      "Outstanding", when used with respect to the Notes, means, as of the date
of determination, all Notes theretofore authenticated and delivered under this
Indenture, except:

                                       7
<PAGE>

                  (1) Notes theretofore cancelled by the Trustee or delivered to
            the Trustee for cancellation;

                  (2) Notes for whose payment or redemption money in the
            necessary amount has been theretofore deposited with the Trustee or
            any Paying Agent (other than the Company) in trust or set aside and
            segregated in trust by the Company (if the Company shall act as its
            own Paying Agent) for the Holders of such Notes; provided that, if
            such Notes are to be redeemed, notice of such redemption has been
            duly given pursuant to this Indenture or provision therefor
            satisfactory to the Trustee has been made;

                  (3) Notes as to which Defeasance has been effected pursuant to
            Section 1302; and

                  (4) Notes which have been paid pursuant to Section 306 or in
            exchange for or in lieu of which other Notes have been authenticated
            and delivered pursuant to this Indenture, other than any such Notes
            in respect of which there shall have been presented to the Trustee
            proof satisfactory to it that such Notes are held by a bona fide
            purchaser in whose hands such Notes are valid obligations of the
            Company;

provided, however, that in determining whether the Holders of the requisite
principal amount of the Outstanding Notes have given, made or taken any request,
demand, authorization, direction, notice, consent, waiver or other action
hereunder as of any date, Notes owned by the Company or any other obligor upon
the Notes or any Affiliate of the Company or of such other obligor shall be
disregarded and deemed not to be Outstanding, except that, in determining
whether the Trustee shall be protected in relying upon any such request, demand,
authorization, direction, notice, consent, waiver or other action, only Notes
which the Trustee knows to be so owned shall be so disregarded. Notes so owned
which have been pledged in good faith may be regarded as Outstanding if the
pledgee establishes to the satisfaction of the Trustee the pledgee's right so to
act with respect to such Notes and that the pledgee is not the Company or any
other obligor upon the Notes or any Affiliate of the Company or of such other
obligor.

      "Paying Agent" means any Person authorized by the Company to pay the
principal of or any premium or interest on, or any Additional Interest with
respect to, any Notes on behalf of the Company.

      "Permanent Regulation S Global Note" means one or more permanent Global
Notes bearing the Private Placement Legend, that will be issued in an aggregate
principal amount of denominations equal in total to the outstanding principal
amount of the Temporary Regulation S Global Note upon expiration of the
Distribution Compliance Period.

      "Person" means any individual, Corporation or government or any agency or
political subdivision thereof.

      "Place of Payment", when used with respect to the Notes, means the place
or places where the principal of and any premium and interest on, or any
Additional Interest with respect to, the Notes are payable as specified as
contemplated by Section 305.

                                       8
<PAGE>

      "Predecessor Note" of any particular Note means every previous Note
evidencing all or a portion of the same debt as that evidenced by such
particular Note, and, for the purposes of this definition, any Note
authenticated and delivered under Section 306 in exchange for or in lieu of a
mutilated, destroyed, lost or stolen Note shall be deemed to evidence the same
debt as the mutilated, destroyed, lost or stolen Note.

      "Principal Property" means any single racetrack facility or business unit
located within the United States of America (other than its territories and
possessions) and owned or operated by, or leased to, the Company or any
Subsidiary, the book value of the property and equipment of which (as shown, net
of depreciation, on the books of the owner or owners thereof) is not less than
4% of the Consolidated Net Tangible Assets as shown on the most recent
consolidated financial statements of the Company filed with the Commission,
except (a) any such facility (i) owned or operated or leased jointly or in
common with one or more Persons other than the Company and its Subsidiaries, in
which the interest of the Company and its Subsidiaries does not exceed 50%, or
(ii) which the Board of Directors determines by Board Resolution in good faith
is not of material importance to the total business conducted, or assets owned,
by the Company and its Subsidiaries as an entirety, or (b) any portion of any
such facility which the Board of Directors determines by Board Resolution in
good faith not to be of material importance to the use or operation thereof.

      "Private Placement Legend" shall have the meaning specified in Section
205(A).

      "Qualified Institutional Buyer" or "QIB" shall have the meaning specified
in Rule 144A under the Securities Act.

      "Redemption Date", when used with respect to any Note to be redeemed,
means the date fixed for such redemption by or pursuant to this Indenture.

      "Redemption Price", when used with respect to any Note to be redeemed,
means the price at which it is to be redeemed pursuant to this Indenture.

      "Reference Treasury Dealer" means each of Banc One Capital Markets, Inc.
and at least one other primary U.S. Government securities dealer in New York
City selected by Wachovia Capital Markets, LLC, and its successors, with written
notice to the Trustee. If any Reference Treasury Dealer shall cease to be a
primary U.S. Government securities dealer in New York City, the Company will
designate in writing to the Trustee another nationally recognized investment
banking firm that is a primary U.S. Government securities dealer.

      "Reference Treasury Dealer Quotations" means, with respect to the
Reference Treasury Dealers and any Redemption Date, the average, as determined
by the Trustee, of the bid and asked prices for the Comparable Treasury Issue
(expressed in each case as a percentage of its principal amount) quoted in
writing to the Trustee by the Reference Treasury Dealers, at 5:00 p.m., New York
City time, on the third business day preceding that Redemption Date.

      "Register of Notes" shall have the meaning specified in Section 305.

                                       9
<PAGE>

      "Registrar" shall have the meaning specified in Section 305.

      "Registration Rights Agreement" means the Registration Rights Agreement
dated as of the date of this Indenture, by and among the Company and the other
parties named on the signature pages thereof, as such agreement may be amended,
modified or supplemented from time to time.

      "Regular Record Date" for the interest payable on any Interest Payment
Date on the Notes means March 31, or September 30 next preceding the applicable
Interest Payment Date.

      "Regulation S" means Regulation S under the Securities Act.

      "Regulation S Global Note" means the Permanent Regulation S Global Note or
the Temporary Regulation S Global Note, as applicable.

      "Related Business" means any business related, ancillary or complementary
(as determined in good faith by the Board of Directors) to the business of the
Company and its Restricted Subsidiaries on the date of this Indenture.

      "Remaining Scheduled Payments" means, with respect to the Notes to be
redeemed, the remaining scheduled payments of principal of and interest on those
Notes that would be due after the related Redemption Date but for that
redemption; provided, however, that if such Redemption Date is not an Interest
Payment Date with respect to the Notes to be redeemed, the amount of the next
succeeding scheduled interest payment on those Notes will be reduced by the
amount of interest accrued on such Notes to such Redemption Date.

      "Resale Restriction Termination Date" means, (i) in the case of Notes sold
under Rule 144A, the date that is two years and (ii) in the case of Notes sold
under Regulation S, the date that is 40 days, after the later of the date hereof
and the last date that either the Company or any affiliate of the Company (as
defined in Rule 144 under the Securities Act) was the owner of such Notes.

      "Restricted Security" shall have the meaning specified in Rule 144 of the
Securities Act.

      "Restricted Subsidiary" means any Subsidiary substantially all the
property of which is located, or substantially all of the business of which is
carried on, within the United States of America (other than its territories and
possessions) which shall at the time, directly or indirectly through one or more
Subsidiaries or in combination with one or more other Subsidiaries, own, operate
or be a lessee of a Principal Property.

      "Rule 144A" means Rule 144A under the Securities Act.

      "Sale and Leaseback Transaction" has the meaning specified in Section
1009.

      "Securities Act" means the Securities Act of 1933 and any statute
successor thereto, in each case as amended from time to time.

                                       10
<PAGE>

      "Special Record Date" for the payment of any Defaulted Interest means a
date fixed by the Trustee pursuant to Section 307.

      "Stated Maturity", when used with respect to any Note or any installment
of principal thereof or interest thereon, means the date specified in such Note
as the fixed date on which the principal of such Note or such installment of
principal or interest is due and payable.

      "Subsidiary" means as to any Person, a Corporation or other entity of
which the shares of stock or other ownership interests have ordinary voting
power (other than stock or such other ownership interests having such power only
by reason of the happening of a contingency) to elect a majority of the board of
directors or other managers of such Corporation or other entity are at the time
owned, or management of which is otherwise controlled, directly or indirectly,
through one or more intermediaries, or both, by such Person. For purposes of
this Indenture, all Subsidiaries are also Affiliates of the Company.

      "Temporary Regulation S Global Note" means one or more temporary Global
Notes bearing the Private Placement Legend and the Temporary Regulation S Global
Note Legend, issued in an aggregate amount of denominations equal in total to
the outstanding principal amount of the Notes initially sold in reliance on Rule
903 of Regulation S.

      "Temporary Regulation S Global Note Legend" shall have the meaning
specified in Section 205(C).

      "Treasury Rate" means, with respect to any Redemption Date, the rate per
annum equal to the semiannual equivalent yield to maturity (computed as of the
second business day immediately preceding that Redemption Date) of the
Comparable Treasury Issue, assuming a price for the Comparable Treasury Issue
(expressed as a percentage of its principal amount) equal to the Comparable
Treasury Price for that Redemption Date.

      "Trust Indenture Act" means the Trust Indenture Act of 1939 as in force at
the date as of which this instrument was executed; provided, however, that in
the event the Trust Indenture Act of 1939 is amended after such date, "Trust
Indenture Act" means, to the extent required by any such amendment, the Trust
Indenture Act of 1939 as so amended.

      "Trustee" means the Person named as the "Trustee" in the first paragraph
of this instrument until a successor Trustee shall have become such pursuant to
the applicable provisions of this Indenture, and thereafter "Trustee" shall mean
or include each Person who is then a Trustee hereunder.

      "U.S. Government Obligation" has the meaning specified in Section 1304.

      "Vice President", when used with respect to the Company or the Trustee,
means any vice president, whether or not designated by a number or a word or
words added before or after the title "vice president".

Section 102. Compliance Certificates and Opinions.

                                       11
<PAGE>

      Upon any application or request by the Company to the Trustee to take any
action under any provision of this Indenture, the Company shall furnish to the
Trustee such certificates and opinions as may be required under the Trust
Indenture Act. Each such certificate or opinion shall be given in the form of an
Officers' Certificate, if to be given by an officer of the Company, or an
Opinion of Counsel, if to be given by counsel, and shall comply with the
requirements of the Trust Indenture Act and any other requirements set forth in
this Indenture.

      Every certificate or opinion with respect to compliance with a condition
or covenant provided for in this Indenture shall include:

      (1) a statement that each individual signing such certificate or opinion
has read such covenant or condition and the definitions herein relating thereto;

      (2) a brief statement as to the nature and scope of the examination or
investigation upon which the statements or opinions contained in such
certificate or opinion are based;

      (3) a statement that, in the opinion of each such individual, he or she
has made such examination or investigation as is necessary to enable him or her
to express an informed opinion as to whether or not such covenant or condition
has been complied with; and

      (4) a statement as to whether, in the opinion of each such individual,
such condition or covenant has been complied with.

Section 103. Form of Documents Delivered to Trustee.

      In any case where several matters are required to be certified by, or
covered by an opinion of, any specified Person, it is not necessary that all
such matters be certified by, or covered by the opinion of, only one such
Person, or that they be so certified or covered by only one document, but one
such Person may certify or give an opinion with respect to some matters and one
or more other such Persons as to other matters, and any such Person may certify
or give an opinion as to such matters in one or several documents.

      Any certificate or opinion of an officer of the Company may be based,
insofar as it relates to legal matters, upon a certificate or opinion of, or
representations by, counsel, unless such officer knows, or in the exercise of
reasonable care should know, that the certificate or opinion or representations
with respect to the matters upon which his or her certificate or opinion is
based are erroneous. Any such certificate or opinion of counsel may be based,
insofar as it relates to factual matters, upon: (x) a certificate of public
officials; or (y) a certificate or opinion of, or representations by, an officer
or officers of the Company stating that the information with respect to such
factual matters is in the possession of the Company, unless such counsel knows,
or in the exercise of reasonable care should know, that the certificate or
opinion or representations with respect to such matters are erroneous.

      Where any Person is required to make, give or execute two or more
applications, requests, consents, certificates, statements, opinions or other
instruments under this Indenture, they may,

                                       12
<PAGE>

but need not, be consolidated and form one instrument.

Section 104. Acts of Holders; Record Dates.

      Any request, demand, authorization, direction, notice, consent, waiver or
other action provided or permitted by this Indenture to be given, made or taken
by Holders may be embodied in and evidenced by one or more instruments of
substantially similar tenor signed by such Holders in person or by agent duly
appointed in writing; and, except as herein otherwise expressly provided, such
action shall become effective when such instrument or instruments are delivered
to the Trustee and, where it is hereby expressly required, to the Company. Such
instrument or instruments (and the action embodied therein and evidenced
thereby) are herein sometimes referred to as the "Act" of the Holders signing
such instrument or instruments. Proof of execution of any such instrument or of
a writing appointing any such agent shall be sufficient for any purpose of this
Indenture and (subject to Section 601) conclusive in favor of the Trustee and
the Company, if made in the manner provided in this Section.

      The fact and date of the execution by any Person of any such instrument or
writing may be proved by the affidavit of a witness of such execution or by a
certificate of a notary public or other officer authorized by law to take
acknowledgments of deeds, certifying that the individual signing such instrument
or writing acknowledged to him or her the execution thereof. Where such
execution is by a signer acting in a capacity other than his or her individual
capacity, such certificate or affidavit shall also constitute sufficient proof
of his or her authority. The fact and date of the execution of any such
instrument or writing, or the authority of the Person executing the same, may
also be proved in any other manner which the Trustee deems sufficient.

      The ownership of Notes shall be proved by the Register of Notes.

      Any request, demand, authorization, direction, notice, consent, waiver or
other Act of the Holder of any Note shall bind every future Holder of the same
Note and the Holder of every Note issued upon the registration of transfer
thereof or in exchange therefor or in lieu thereof in respect of anything done,
omitted or suffered to be done by the Trustee or the Company in reliance
thereon, whether or not notation of such action is made upon such Note.

      The Company may set any day as a record date for the purpose of
determining the Holders of Outstanding Notes entitled to give, make or take any
request, demand, authorization, direction, notice, consent, waiver or other
action provided or permitted by this Indenture to be given, made or taken by
Holders of Notes, provided that the Company may not set a record date for, and
the provisions of this paragraph shall not apply with respect to, the giving or
making of any notice, declaration, request or direction referred to in the next
paragraph. If any record date is set pursuant to this paragraph, the Holders of
Outstanding Notes on such record date, and no other Holders, shall be entitled
to take the relevant action, whether or not such Holders remain Holders after
such record date; provided that no such action shall be effective hereunder
unless taken on or prior to the applicable Expiration Date (defined below) by
Holders of the requisite principal amount of Outstanding Notes on such record
date. Nothing in this paragraph shall be construed to prevent the Company from
setting a new record date for any action for which a record date has previously
been set pursuant to this paragraph (whereupon the record date previously set
shall

                                       13
<PAGE>

automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding Notes
on the date such action is taken. Promptly after any record date is set pursuant
to this paragraph, the Company, at its own expense, shall cause notice of such
record date, the proposed action by Holders and the applicable Expiration Date
to be given to the Trustee in writing and to each Holder of Notes in the manner
set forth in Section 106.

      The Trustee may set any day as a record date for the purpose of
determining the Holders of Outstanding Notes entitled to join in the giving or
making of (i) any Notice of Default, (ii) any declaration of acceleration
referred to in Section 502, (iii) any request to institute proceedings referred
to in Section 507(2) or (iv) any direction referred to in Section 512. If any
record date is set pursuant to this paragraph, the Holders of Outstanding Notes
on such record date, and no other Holders, shall be entitled to join in such
notice, declaration, request or direction, whether or not such Holders remain
Holders after such record date; provided that no such action shall be effective
hereunder unless taken on or prior to the applicable Expiration Date by Holders
of the requisite principal amount of Outstanding Notes on such record date.
Nothing in this paragraph shall be construed to prevent the Trustee from setting
a new record date for any action for which a record date has previously been set
pursuant to this paragraph (whereupon the record date previously set shall
automatically and with no action by any Person be cancelled and of no effect),
and nothing in this paragraph shall be construed to render ineffective any
action taken by Holders of the requisite principal amount of Outstanding Notes
on the date such action is taken. Promptly after any record date is set pursuant
to this paragraph, the Trustee, at the Company's expense, shall cause notice of
such record date, the proposed action by Holders and the applicable Expiration
Date to be given to the Company in writing and to each Holder of Notes in the
manner set forth in Section 106.

      With respect to any record date set pursuant to this Section, the party
hereto which sets such record dates may designate any day as the "Expiration
Date" and from time to time may change the Expiration Date to any earlier or
later day; provided that no such change shall be effective unless notice of the
proposed new Expiration Date is given to the other party hereto in writing, and
to each Holder of Notes in the manner set forth in Section 106, on or prior to
the existing Expiration Date. If an Expiration Date is not designated with
respect to any record date set pursuant to this Section, the party hereto which
set such record date shall be deemed to have initially designated the 180th day
after such record date as the Expiration Date with respect thereto, subject to
its right to change the Expiration Date as provided in this paragraph.
Notwithstanding the foregoing, no Expiration Date shall be later than the 180th
day after the applicable record date.

      Without limiting the foregoing, a Holder entitled hereunder to take any
action hereunder with regard to any particular Note may do so with regard to all
or any part of the principal amount of such Note or by one or more duly
appointed agents each of which may do so pursuant to such appointment with
regard to all or any part of such principal amount.

Section 105. Notices, Etc., to Trustee and Company.

                                       14
<PAGE>

      Any request, demand, authorization, direction, notice, consent, waiver or
Act of Holders or other document provided or permitted by this Indenture to be
made upon, given or furnished to, or filed with:

      (1) the Trustee by any Holder or by the Company shall be sufficient for
every purpose hereunder if made, given, furnished or filed in writing to or with
the Trustee at its Corporate Trust Office, Attention: Corporate Trust
Department, or

      (2) the Company by the Trustee or by any Holder shall be sufficient for
every purpose hereunder (unless otherwise herein expressly provided) if in
writing and mailed, first-class postage prepaid, to the Company addressed to it
at the address of its principal office specified in the first paragraph of this
instrument or at any other address previously furnished in writing to the
Trustee by the Company, Attention: Chief Financial Officer.

Section 106. Notice to Holders; Waiver.

      Where this Indenture provides for notice to Holders of any event, such
notice shall be sufficiently given (unless otherwise herein expressly provided)
if in writing and mailed, first-class postage prepaid, to each Holder affected
by such event, at its address as it appears in the Register of Notes, not later
than the latest date (if any), and not earlier than the earliest date (if any),
prescribed for the giving of such notice. In any case where notice to Holders is
given by mail, neither the failure to mail such notice, nor any defect in any
notice so mailed, to any particular Holder shall affect the sufficiency of such
notice with respect to other Holders. Where this Indenture provides for notice
in any manner, such notice may be waived in writing by the Person entitled to
receive such notice, either before or after the event, and such waiver shall be
the equivalent of such notice. Waivers of notice by Holders shall be filed with
the Trustee, but such filing shall not be a condition precedent to the validity
of any action taken in reliance upon such waiver.

      In case by reason of the suspension of regular mail service or by reason
of any other cause it shall be impracticable to give such notice by mail, then
such notification as shall be made with the approval of the Trustee shall
constitute a sufficient notification for every purpose hereunder.

Section 107. Conflict with Trust Indenture Act.

      If any provision hereof limits, qualifies or conflicts with a provision of
the Trust Indenture Act which is required under such Act to be a part of and
govern this Indenture, the latter provision shall control. If any provision of
this Indenture modifies or excludes any provision of the Trust Indenture Act
which may be so modified or excluded, the latter provision shall be deemed to
apply to this Indenture as so modified or to be excluded, as the case may be.

Section 108. Effect of Headings and Table of Contents.

      The Article and Section headings herein and the Table of Contents are for
convenience only and shall not affect the construction hereof.

                                       15
<PAGE>

Section 109. Successors and Assigns.

      All covenants and agreements in this Indenture by the Company, and by any
Guarantors, shall bind their respective successors and assigns, whether so
expressed or not.

Section 110. Separability Clause.

      In case any provision in this Indenture or in the Notes shall be invalid,
illegal or unenforceable, the validity, legality and enforceability of the
remaining provisions shall not in any way be affected or impaired thereby.

Section 111. Benefits of Indenture.

      Nothing in this Indenture or in the Notes, express or implied, shall give
to any Person, other than the parties hereto and their successors hereunder and
the Holders, any benefit or any legal or equitable right, remedy or claim under
this Indenture.

Section 112. Governing Law.

      This Indenture and the Notes shall be governed by and construed in
accordance with the law of the State of New York.

Section 113. Legal Holidays.

      In any case where any Interest Payment Date, Redemption Date or Stated
Maturity of any Note shall not be a Business Day at any Place of Payment, then
(notwithstanding any other provision of this Indenture or of the Notes (other
than a provision of any Note which specifically states that such provision shall
apply in lieu of this Section)) payment of interest or principal (and premium,
if any) need not be made at such Place of Payment on such date, but may be made
on the next succeeding Business Day at such Place of Payment with the same force
and effect as if made on the Interest Payment Date or Redemption Date, at the
Stated Maturity.

                                   ARTICLE II

                                  Form of Notes

Section 201. Form Generally.

      The Notes shall be in substantially the form set forth in this Article, in
each case with such appropriate insertions, omissions, substitutions and other
variations as are required or permitted by this Indenture, and may have such
legends, letters, numbers or other marks of identification and such legends or
endorsements placed thereon as may be required to comply with the rules of any
securities exchange or Depositary therefor or as may, consistently herewith, be
determined by the officers executing such Notes, as evidenced by their execution
thereof.

      The definitive Notes shall be printed, lithographed or engraved on steel
engraved borders or

                                       16
<PAGE>

may be produced in any other manner, all as determined by the officers executing
such Notes, as evidenced by their execution of such Notes.

Section 202. Form of Face of Note.

                       INTERNATIONAL SPEEDWAY CORPORATION

                      5.40% Senior Notes Due April 15, 2014

No. _________                                                       $150,000,000

      International Speedway Corporation, a corporation duly organized and
existing under the laws of the State of Florida (herein called the "Company",
which term includes any successor Person under the Indenture hereinafter
referred to), for value received, hereby promises to pay to CEDE & Co., or
registered assigns, the principal sum of ONE HUNDRED AND FIFTY MILLION DOLLARS
($150,000,000) on April 15, 2014, and to pay interest thereon and Additional
Interest, if any, from April 15, 2004 or from the most recent Interest Payment
Date to which interest has been paid or duly provided for, semi-annually in
arrears on April 15 and October 15 in each year, commencing October 15, 2004, at
the rate of 4.20% per annum, until the principal hereof is paid or made
available for payment, provided that any principal and premium, and any such
installment of interest and any Additional Interest, which is overdue shall bear
interest at the rate of 0.25% per annum (to the extent that the payment of such
interest shall be legally enforceable), from the dates such amounts are due
until they are paid or made available for payment, and such interest shall be
payable on demand. The Company's obligation to pay interest hereunder shall
include post-petition interest in any proceeding under any Bankruptcy Law. The
interest so payable, and punctually paid or duly provided for, on any Interest
Payment Date will, as provided in such Indenture, be paid to the Person in whose
name this Note (or one or more Predecessor Notes) is registered at the close of
business on the Regular Record Date for such interest, which shall be the March
31 or September 30 (whether or not a Business Day), as the case may be, next
preceding such Interest Payment Date. Any such interest not so punctually paid
or duly provided for will forthwith cease to be payable to the Holder on such
Regular Record Date and may either be paid to the Person in whose name this Note
(or one or more Predecessor Notes) is registered at the close of business on a
Special Record Date for the payment of such Defaulted Interest to be fixed by
the Trustee, notice whereof shall be given to Holders of Notes not less than 10
days prior to such Special Record Date, or be paid at any time in any other
lawful manner not inconsistent with the requirements of any securities exchange
on which the Notes may be listed, and upon such notice as may be required by
such exchange, all as more fully provided in said Indenture.

      Payment of the principal of (and premium and Additional Interest, if any)
and interest on this Note will be made at the office or agency of the Company
maintained for that purpose within or without the City and State of New York, in
such coin or currency of the United States of America as at the time of payment
is legal tender for payment of public and private debts provided, however, that
at the option of the Company payment of interest and Additional

                                       17
<PAGE>

Interest, if any, may be made by check mailed to the address of the Person
entitled thereto as such address shall appear in the Register of Notes.

      Event Equipment Leasing, Inc., a Florida corporation, Event Support
Corporation, a Florida corporation, North American Testing Company, a Florida
corporation, ISC Properties, Inc., a Florida corporation, Great Western Sports,
Inc., an Arizona corporation, Phoenix Speedway Corp., a Delaware corporation,
Watkins Glen International, Inc., a Delaware corporation, Americrown Service
Corporation, a South Carolina corporation, Chicago Holdings, Inc., a Nevada
corporation, New York International Speedway Corp., a Delaware corporation,
Miami Speedway Corp., a Nevada corporation, Michigan International Speedway,
Inc., a Michigan corporation, Rocky Mountain Speedway Corporation, a Colorado
corporation, California Speedway Corporation, a Delaware corporation, 88 Corp.,
a Delaware corporation, North Carolina Speedway, Inc., a North Carolina
corporation, Pennsylvania International Raceway, Inc., a Pennsylvania
corporation, Motorsports International Corp., a Pennsylvania corporation, ASC
Holdings, Inc., a Kansas corporation, ASC Promotions, Inc., a Florida
corporation, Darlington Raceway of South Carolina, LLC, a Delaware limited
liability company, Daytona International Speedway, LLC, a Delaware limited
liability company, HBP, Inc., a Delaware corporation, Homestead-Miami Speedway,
LLC, a Delaware limited liability company, International Speedway, Inc., a
Delaware corporation, ISC.com, LLC, a Delaware limited liability company, ISC
Publications, Inc., a Florida corporation, Kansas Speedway Corporation, a Kansas
corporation, Kansas Speedway Development Corp, a Kansas Corporation, Leisure
Racing, Inc., a Delaware corporation, Motor Racing Network, Inc., a Florida
corporation, Motorsports Acceptance Corporation, a Delaware corporation,
Richmond International Raceway, Inc., a Delaware corporation, Southeastern Hay &
Nursery, Inc., a Florida corporation and Talladega Superspeedway, LLC, a
Delaware limited liability company (collectively, the "Guarantors," which term
includes any successors under the Indenture herein after referred to and any
Subsidiary of the Company that provides a Note Guarantee pursuant to the
Indenture), have jointly and severally, fully and unconditionally guaranteed the
payment of the principal of, premium and interest on, and Additional Interest,
if any, with respect to, the Notes.

      Reference is hereby made to the further provisions of this Note set forth
on the reverse hereof, which further provisions shall for all purposes have the
same effect as if set forth at this place.

      Unless the certificate of authentication hereon has been executed by the
Trustee referred to on the reverse hereof by manual signature, this Note shall
not be entitled to any benefit under the Indenture or be valid or obligatory for
any purpose.

      In Witness Whereof, the Company has caused this instrument to be executed
by its duly authorized officer.

Dated:  April 23, 2004       INTERNATIONAL SPEEDWAY CORPORATION

                                 By:
                                 Name:
                                 Title:

                                       18
<PAGE>

Section 203. Form of Reverse of Note.

      This Note is one of a duly authorized issue of Notes of the Company
(herein called the "Notes"), issued and to be issued under an Indenture, dated
as of April 23, 2004 (herein called the "Indenture", which term shall have the
meaning assigned to it in such instrument), between the Company, the Guarantors
named in the signature pages thereto and Wachovia Bank, National Association, as
Trustee (herein called the "Trustee", which term includes any successor trustee
under the Indenture), and reference is hereby made to the Indenture and all
indentures supplemental thereto for a statement of the respective rights,
limitations of rights, duties and immunities thereunder of the Company, the
Guarantors, the Trustee, and the Holders of the Notes and of the terms upon
which the Notes are, and are to be, authenticated and delivered. The terms of
the Notes include those stated in the Indenture and those made part of the
Indenture by reference to the Trust Indenture Act of 1939, as amended (15 U.S.
Code Sections 77aaa-77bbbb). The Notes are subject to all such terms, and
Holders are referred to the Indenture and such Act for a statement of such
terms. Capitalized terms herein are used as defined in the Indenture unless
otherwise defined herein. To the extent any provision of this Note conflicts
with the express provisions of the Indenture, the provisions of the Indenture
shall govern and be controlling. The Notes are general obligations of the
Company.

      The Notes are subject to redemption upon not less than 30 days' and not
more than 60 days' notice by mail at any time or from time to time, as a whole
or in part, at the election of the Company, at Redemption Prices equal to the
greater of (1) 100% of the principal amount of the Notes to be redeemed or (2)
the sum of the present values of the Remaining Scheduled Payments on the Notes
to be redeemed, discounted, on a semiannual basis (assuming a 360-day consisting
of twelve 30-day months), at a rate equal to the sum of the applicable Treasury
Rate plus 20 basis points. All accrued and unpaid interest on the Notes to be
redeemed shall be paid to the Redemption Date but interest installments whose
Stated Maturity is on or prior to such Redemption Date will be payable to the
Holders of the Notes, or one or more Predecessor Notes, of record at the close
of business on the relevant Record Dates referred to on the face hereof, all as
provided in the Indenture.

      In the event of redemption of this Note in part only, a new Note or Notes
of like tenor for the unredeemed portion hereof will be issued in the name of
the Holder hereof upon the cancellation hereof.

      The Indenture contains provisions for defeasance at any time of the entire
indebtedness of this Note or certain restrictive covenants and Events of Default
with respect to this Note, in each case upon compliance with certain conditions
set forth in the Indenture.

      If an Event of Default shall occur and be continuing, the principal of the
Notes may be declared due and payable in the manner and with the effect provided
in the Indenture.

      The Indenture permits, with certain exceptions as therein provided, the
amendment thereof

                                       19
<PAGE>

and the modification of the rights and obligations of the Company and the rights
of the Holders of the Notes to be affected under the Indenture at any time by
the Company and the Trustee with the consent of the Holders of more than 50% in
principal amount of the Notes at the time Outstanding. The Indenture also
contains provisions permitting the Holders of specified percentages in principal
amount of the Notes at the time Outstanding, on behalf of the Holders of all
Notes, to waive compliance by the Company with certain provisions of the
Indenture and certain past defaults under the Indenture and their consequences.
Any such consent or waiver by the Holder of this Note shall be conclusive and
binding upon such Holder and upon all future Holders of this Note and of any
Note issued upon the registration of transfer hereof or in exchange here for or
in lieu hereof, whether or not notation of such consent or waiver is made upon
this Note.

      As provided in and subject to the provisions of the Indenture, the Holder
of this Note shall not have the right to institute any proceeding with respect
to the Indenture or for the appointment of a receiver or trustee or for any
other remedy thereunder, unless such Holder shall have previously given the
Trustee written notice of a continuing Event of Default with respect to the
Notes, the Holders of not less than 25% in principal amount of the Notes at the
time Outstanding shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default as Trustee and provided to the
Trustee reasonable indemnity, and the Trustee shall not have received from the
Holders of a majority in principal amount of Notes at the time Outstanding a
direction inconsistent with such request, and Trustee shall have failed to
institute any such proceeding, for 60 days after receipt of such notice, request
and provision of indemnity. The foregoing shall not apply to any suit instituted
by the Holder of this Note for the enforcement of: (i) any payment of principal
hereof or any premium or interest hereon or (ii) any payment of any Additional
Interest with respect to this Note, on or after the respective due dates
expressed herein or thereof.

      No reference herein to the Indenture and no provision of this Note or of
the Indenture shall alter or impair the obligation of the Company, which is
absolute and unconditional, to pay the principal of and any premium and interest
on, and Additional Interest, if any, with respect to, this Note at the times,
place and rate, and in the coin or currency, herein prescribed.

      As provided in the Indenture and subject to certain limitations therein
set forth, the transfer of this Note is registrable in the Register of Notes,
upon surrender of this Note for registration of transfer at the office or agency
of the Company in any Place of Payment, duly endorsed by, or accompanied by a
written instrument of transfer in form satisfactory to the Company and the
Registrar duly executed by, the Holder hereof or its attorney duly authorized in
writing, and thereupon one or more new Notes and of like tenor, of authorized
denominations and for the same aggregate principal amount, will be issued to the
designated transferee or transferees.

      The Notes are issuable only in registered form without coupons in minimum
denominations of $1,000 and integral multiple of $1,000 in excess thereof. As
provided in the Indenture and subject to certain limitations therein set forth,
the Notes are exchangeable for a like aggregate principal amount of Notes of
like tenor of a different authorized denomination, as requested by the Holder
surrendering the same.

                                       20
<PAGE>

      No service charge shall be made for any such registration of transfer or
exchange, but the Company may require payment of a sum sufficient to cover any
tax or other governmental charge payable in connection therewith.

      In addition to the rights provided to Holders of Notes under the
Indenture, Holders of Notes shall have all the rights set forth in the
Registration Rights Agreement dated as of April 23, 2004, among the Company and
the other parties named on the signature pages thereof.

      Prior to due presentment of this Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name this Note is registered as the owner hereof for all
purposes, whether or not this Note be overdue, and neither the Company, the
Trustee nor any such agent shall be affected by notice to the contrary.

      All terms used in this Note which are defined in the Indenture shall have
the meanings assigned to them in the Indenture.

Section 204. Form of Legend for Global Notes and Schedule of Exchanges of
      Interests in the Global Note.

      Every Global Note authenticated and delivered hereunder shall bear a
legend in substantially the following form:

THIS NOTE IS A GLOBAL NOTE WITHIN THE MEANING OF THE INDENTURE HEREINAFTER
REFERRED TO AND IS REGISTERED IN THE NAME OF A DEPOSITARY OR A NOMINEE THEREOF.
THIS NOTE MAY NOT BE EXCHANGED IN WHOLE OR IN PART FOR A NOTE REGISTERED, AND NO
TRANSFER OF THIS NOTE IN WHOLE OR IN PART MAY BE REGISTERED, IN THE NAME OF ANY
PERSON OTHER THAN SUCH DEPOSITARY OR A NOMINEE THEREOF, EXCEPT IN THE LIMITED
CIRCUMSTANCES DESCRIBED IN THE INDENTURE.

UNLESS THIS CERTIFICATE IS PRESENTED BY AN AUTHORIZED REPRESENTATIVE OF THE
DEPOSITARY TRUST COMPANY, A NEW YORK CORPORATION ("DTC"), TO THE COMPANY OR ITS
AGENT FOR REGISTRATION OF TRANSFER, EXCHANGE, OR PAYMENT, AND ANY CERTIFICATE
ISSUED IS REGISTERED IN THE NAME OF CEDE & CO. OR IN SUCH OTHER NAME AS IS
REQUESTED BY AN AUTHORIZED REPRESENTATIVE OF DTC (AND ANY PAYMENT IS MADE TO
CEDE & CO. OR TO SUCH OTHER ENTITY AS IS REQUESTED BY AN AUTHORIZED
REPRESENTATIVE OF DTC), ANY TRANSFER, PLEDGE, OR OTHER USE HEREOF FOR VALUE OR
OTHERWISE BY OR TO ANY PERSON IS WRONGFUL INASMUCH AS THE REGISTERED OWNER
HEREOF, CEDE & CO., HAS AN INTEREST HEREIN.

      Every Global Note authenticated and delivered hereunder shall contain a
"Schedule of Exchanges of Interests in the Global Note" in form and substance
satisfactory to the Company and the Trustee.

Section 205. Legends.

                                       21
<PAGE>

      (A) Each Note (including each Global Note) (and all Notes issued in
exchange therefor or substitution thereof) that constitutes a "Restricted
Security" under the Securities Act and the Regulations promulgated thereunder
shall bear a legend ("Private Placement Legend") in substantially the following
form:

      THIS SECURITY HAS NOT BEEN REGISTERED UNDER THE SECURITIES ACT OF 1933, AS
AMENDED (THE "SECURITIES ACT"), OR THE SECURITIES LAWS OF ANY STATE OR OTHER
JURISDICTION. NEITHER THIS SECURITY NOR ANY INTEREST OR PARTICIPATION HEREIN MAY
BE REOFFERED, SOLD, ASSIGNED, TRANSFERRED, PLEDGED, ENCUMBERED OR OTHERWISE
DISPOSED OF IN THE ABSENCE OF SUCH REGISTRATION OR UNLESS SUCH TRANSACTION IS
EXEMPT FROM, OR NOT SUBJECT TO, SUCH REGISTRATION.

THE HOLDER OF THIS SECURITY BY ITS ACCEPTANCE HEREOF AGREES TO OFFER, SELL OR
OTHERWISE TRANSFER SUCH SECURITY, PRIOR TO THE DATE (THE "RESALE RESTRICTION
TERMINATION DATE") WHICH IS TWO YEARS (IN THE CASE OF NOTES SOLD UNDER RULE
144A) OR 40 DAYS (IN THE CASE OF NOTES SOLD UNDER REGULATION S) AFTER THE LATER
OF THE ORIGINAL ISSUE DATE HEREOF AND THE LAST DATE ON WHICH EITHER THE COMPANY
OR ANY AFFILIATE OF THE COMPANY WAS THE OWNER OF THIS SECURITY (OR ANY
PREDECESSOR OF SUCH SECURITY), ONLY (A) TO THE COMPANY, (B) PURSUANT TO A
REGISTRATION STATEMENT THAT HAS BEEN DECLARED EFFECTIVE UNDER THE SECURITIES
ACT, (C) FOR SO LONG AS THE SECURITIES ARE ELIGIBLE FOR RESALE PURSUANT TO RULE
144A, TO A PERSON IT REASONABLY BELIEVES IS A "QUALIFIED INSTITUTIONAL BUYER" AS
DEFINED IN RULE 144A UNDER THE SECURITIES ACT THAT PURCHASES FOR ITS OWN ACCOUNT
OR FOR THE ACCOUNT OF A QUALIFIED INSTITUTIONAL BUYER TO WHOM NOTICE IS GIVEN
THAT THE TRANSFER IS BEING MADE IN RELIANCE ON RULE 144A, (D) PURSUANT TO OFFERS
AND SALES TO NON U.S. PERSONS THAT OCCUR OUTSIDE THE UNITED STATES WITHIN THE
MEANING OF REGULATION S UNDER THE SECURITIES ACT, OR (E) PURSUANT TO ANY OTHER
AVAILABLE EXEMPTION FROM THE REGISTRATION REQUIREMENTS OF THE SECURITIES ACT,
SUBJECT TO THE RIGHT OF THE COMPANY AND THE TRUSTEE PRIOR TO ANY SUCH OFFER,
SALE OR TRANSFER PURSUANT TO CLAUSES (D) OR (E) TO REQUIRE THE DELIVERY OF AN
OPINION OF COUNSEL, CERTIFICATION AND/OR OTHER INFORMATION SATISFACTORY TO EACH
OF THEM. THIS LEGEND WILL BE REMOVED UPON THE REQUEST OF THE HOLDER AFTER THE
RESALE RESTRICTION TERMINATION DATE.

EACH HOLDER OF THIS NOTE AGREES TO BE BOUND BY THE PROVISIONS OF THE
REGISTRATION RIGHTS AGREEMENT REFERRED TO IN THE INDENTURE, WHETHER OR NOT SUCH
HOLDER SIGNED THE REGISTRATION RIGHTS AGREEMENT.

      (B) Each 144A Global Note shall bear the following legend (the "Rule 144A
Legend"):

                                       22
<PAGE>

EACH PURCHASER OF THIS SECURITY IS HEREBY NOTIFIED THAT THE SELLER OF THIS
SECURITY MAY BE RELYING ON THE EXEMPTION FROM THE PROVISIONS OF SECTION 5 OF THE
SECURITIES ACT PROVIDED BY RULE 144A THEREUNDER.

      (C) Each Temporary Regulation S Global Note shall bear the following
legend (the "Temporary Regulation S Global Note Legend"):

THIS GLOBAL NOTE IS A TEMPORARY GLOBAL NOTE FOR PURPOSES OF REGULATION S UNDER
THE UNITED STATES SECURITIES ACT OF 1933, AS AMENDED (THE "SECURITIES ACT").
NEITHER THIS TEMPORARY GLOBAL NOTE NOR ANY INTEREST HEREIN MAY BE OFFERED, SOLD
OR DELIVERED, EXCEPT AS PERMITTED UNDER THE INDENTURE REFERRED TO BELOW.

NO BENEFICIAL OWNERS OF THIS TEMPORARY GLOBAL NOTE SHALL BE ENTITLED TO RECEIVE
PAYMENT OF PRINCIPAL OR INTEREST HEREON UNLESS THE REQUIRED CERTIFICATIONS HAVE
BEEN DELIVERED PURSUANT TO THE TERMS OF THE INDENTURE.

Section 206. Form of Trustee's Certificate of Authentication.

      The Trustee's certificates of authentication shall be in substantially the
following form:

      This is one of the Notes referred to in the within-mentioned Indenture.

                  Wachovia Bank, National Association, As Trustee

                  By
                     Authorized Signatory

Section 207. Form of Assignment.

      Any Note constituting a Restricted Security shall have the Assignment Form
set forth on Exhibit A attached to the Note. Any Note not constituting a
Restricted Security shall have the Assignment Form set forth on Exhibit B
attached to the Note.

                                   ARTICLE III

                                    The Notes

Section 301. Amount.

                                       23
<PAGE>

      The Trustee shall authenticate (i) on the date hereof, the Initial Notes
in the aggregate principal amount not to exceed $_________, (ii) additional
Notes with identical terms to the Initial Notes in an unlimited amount (so long
as not otherwise prohibited by the terms of this Indenture) and (iii) Exchange
Notes (x) in exchange for a like principal amount of Initial Notes or (y) in
exchange for a like principal amount of Additional Notes in each case upon a
written order of the Company in the form of a certificate of an Officer of the
Company (an "Authentication Order"). Each such Authentication Order shall
specify the amount of Notes to be authenticated and the date on which the Notes
are to be authenticated, whether the Notes are to be Initial Notes, Exchange
Securities or Additional Notes and whether the Notes are to be issued as
certificated Notes or Global Notes or such other information as the Trustee may
reasonably request. In addition, with respect to authentication pursuant to
clause (ii) of the first sentence of this paragraph, the first such
Authentication Order from the Company shall be accompanied by an Officers'
Certificate certifying compliance with the terms of this Indenture.

      All Notes issued under this Indenture shall be treated as a single class
for all purposes under this Indenture. The Additional Notes shall bear any
legend required by applicable law.

Section 302. Denominations.

      The Notes shall be issuable only in fully registered form without coupons,
and only in minimum denominations of $1,000 and in integral multiples of $1,000
in excess thereof.

Section 303. Execution, Delivery and Dating.

      The Notes shall be executed on behalf of the Company by its Chairman of
the Board, its Vice Chairman of the Board, its President or one of its Vice
Presidents, or by any other duly authorized officer. The signature of any of
these officers on the Notes may be manual or facsimile.

      Notes bearing the manual or facsimile signatures of individuals who were
at any time the proper officers of the Company shall bind the Company,
notwithstanding that such individuals or any of them have ceased to hold such
offices prior to the authentication and delivery of such Notes or did not hold
such offices at the date of such Notes.

      Each Note shall be dated the date of its authentication.

      No Note shall be entitled to any benefit under this Indenture or be valid
or obligatory for any purpose unless there appears on such Note a certificate of
authentication substantially in the form provided for herein executed by the
Trustee by manual signature, and such certificate upon any Note shall be
conclusive evidence, and the only evidence, that such Note has been duly
authenticated and delivered hereunder. Notwithstanding the foregoing, if any
Note shall have been authenticated and delivered hereunder but never issued and
sold by the Company, and the Company shall deliver such Note to the Trustee for
cancellation as provided in Section 309, for all purposes of this Indenture such
Note shall be deemed never to have been authenticated and delivered hereunder
and shall never be entitled to the benefits of this Indenture.

                                       24
<PAGE>

Section 304. Temporary Note.

      Pending the preparation of definitive Notes, the Company may execute, and
upon Company Order the Trustee shall authenticate and deliver, temporary Notes
which are printed, lithographed, typewritten, mimeographed or otherwise
produced, in any authorized denomination, substantially of the tenor of the
definitive Notes in lieu of which they are issued and with such appropriate
insertions, omissions, substitutions and other variations as the officers
executing such Notes may determine, as evidenced by their execution of such
Notes.

      If temporary Notes are issued, the Company will cause definitive Notes to
be prepared without unreasonable delay. After the preparation of definitive
Notes, the temporary Notes shall be exchangeable for definitive Notes of such
series upon surrender of the temporary Notes at the office or agency of the
Company in a Place of Payment, without charge to the Holder. Upon surrender for
cancellation of any one or more temporary Notes, the Company shall execute and
the Trustee shall authenticate and deliver in exchange therefor one or more
definitive Notes of the same series, of any authorized denominations and of like
tenor and aggregate principal amount. Until so exchanged, the temporary Notes
shall in all respects be entitled to the same benefits under this Indenture as
definitive Notes of such series and tenor.

Section 305. Registration; Registrar and Paying Agent; Registration of Transfer
      and Exchange.

      The Company shall cause to be kept at the Corporate Trust Office of the
Trustee a register of Notes (the register maintained in such office and in any
other office or agency of the Company in a Place of Payment being herein
sometimes collectively referred to as the "Register of Notes") in which, subject
to such reasonable regulations as it may prescribe, the Company shall provide
for the registration of Notes and of transfers of Notes. The Trustee is hereby
appointed "Registrar" for the purpose of registering Notes and transfers of
Notes as herein provided.

      The Company shall maintain an office or agency where the Notes may be
presented for payment ("Paying Agent").

      The Company initially appoints The Depository Trust Company ("DTC") to act
as Depositary with respect to the Global Notes.

      The Company may appoint one or more co-Registrars and one or more
additional Paying Agents, and the term "Registrar" includes any co-Registrar and
the term "Paying Agent" includes any additional Paying Agent.

      The Company initially appoints the Trustee to act as the Paying Agent and
to act as Custodian with respect to the Global Notes. The Corporate Trust
Offices of the Trustee in New York, New York and Jacksonville, Florida shall be
the initial "Places of Payment". The office of any additional Paying Agent shall
also be a Place of Payment.

      Subject to the provisions of Clauses (1) - (7) of this Section 305, upon
surrender for registration of transfer of any Notes at the office or agency of
the Company in a Place of

                                       25
<PAGE>

Payment, the Company shall execute, and the Trustee shall authenticate and
deliver, in the name of the designated transferee or transferees, one or more
new Notes, of any authorized denominations and of like tenor and aggregate
principal amount.

      At the option of the Holder, Notes may be exchanged for other Notes of the
same series, of any authorized denominations and of like tenor and aggregate
principal amount, upon surrender of the Notes to be exchanged at such office or
agency. Whenever any Notes are so surrendered for exchange, the Company shall
execute, and the Trustee shall authenticate and deliver, the Notes which the
Holder making the exchange is entitled to receive.

      All Notes issued upon any registration of transfer or exchange of Notes
shall be the valid obligations of the Company, evidencing the same debt, and
entitled to the same benefits under this Indenture, as the Notes surrendered
upon such registration of transfer or exchange.

      Each Note presented or surrendered for registration of transfer or for
exchange shall (if so required by the Company or the Trustee) be duly endorsed,
or be accompanied by a written instrument of transfer in form satisfactory to
the Company and the Registrar duly executed, by the Holder thereof or its
attorney duly authorized in writing, and shall also be accompanied by such
certifications with respect to the transferee and the method by which the
transferor elects to effect the transfer, as the Company and the Registrar shall
require in their sole and absolute discretion.

      No service charge shall be made for any registration of transfer or
exchange of Notes, but the Company may require payment of a sum sufficient to
cover any tax or other governmental charge that may be imposed in connection
with any registration of transfer or exchange of Notes other than exchanges
pursuant to Section 304, 906 or 1107 not involving any transfer.

      If the Notes are to be redeemed in part, the Company shall not be required
(A) to issue, register the transfer of or exchange any Notes during a period
beginning at the opening of business 15 days before the day of the mailing of a
notice of redemption of any such Notes selected for redemption under Section
1103 and ending at the close of business on the day of such mailing, or (B) to
register the transfer of or exchange any Note so selected for redemption in
whole or in part, except the unredeemed portion of any Note being redeemed in
part.

      Any Holder of any Global Note shall, by acceptance of such Global Note,
agree that transfers of beneficial interests in such Global Notes may be
effected only through a book entry system maintained by the Holder of such
Global Note (or its agent) and that ownership of a beneficial interest in the
Note shall be required to be reflected in a book entry.

      The provisions of Clauses (1), (2), (3), (4), (5), (6) and (7) below shall
apply only to Global Notes:

                  (1) Each Global Note authenticated under this Indenture shall
            be registered in the name of the Depositary or a nominee thereof and
            delivered to such Depositary or a nominee thereof or Custodian
            therefor, and each such Global Note shall constitute a single Note
            for all purposes of this Indenture. Members of, or participants in,
            the

                                       26
<PAGE>

            Depositary ("Participants") shall have no rights under this
            Indenture with respect to any Global Note held on their behalf by
            the Depositary, or the Trustee as its Custodian, or under the Global
            Notes, and the Depositary may be treated by the Company, the Trustee
            and any agent of the Company or the Trustee as the absolute owner of
            the Global Notes for all purposes whatsoever. Notwithstanding the
            foregoing, nothing herein shall prevent the Company, the Trustee or
            any agent of the Company or the Trustee from giving effect to any
            written certification, proxy or other authorization furnished by the
            Depositary, or impair, as between the Depositary and its
            Participants, the operation of customary practices governing the
            exercise of the rights of a Holder of any Note.

                  (2) Transfers of the Global Notes shall be limited to
            transfers in whole, but not in part, to the Depositary, its
            successors or their respective nominees. Interests of beneficial
            owners in any Global Note may be transferred or exchanged for
            physical Notes in accordance with the rules and procedures of the
            Depositary and the provisions of Section 312. In addition, physical
            Notes shall be transferred to all beneficial owners in exchange for
            their beneficial interests in any Global Note if (i) the Depositary
            notifies the Company that it is unwilling or unable to continue as
            Depositary for the Global Note or has ceased to be a clearing agency
            registered under the Exchange Act, and a successor depositary is not
            appointed by the Company within 90 days of such notice or (ii) an
            Event of Default has occurred and is continuing and the Registrar
            has received a request from the Depositary to issue physical Notes.

                  (3) In connection with any transfer or exchange of a portion
            of the beneficial interest in the Global Note to beneficial owners
            pursuant to Clause (2) of this Section 305, the Registrar shall (if
            one or more physical Notes are to be issued) reflect on its books
            and records the date and a decrease in the principal amount of the
            Global Note in an amount equal to the principal amount of the
            beneficial interest in the Global Note to be transferred, and the
            Company shall execute, and the Trustee shall authenticate and
            deliver, one or more physical Notes of like tenor and amount.

                  (4) In connection with the transfer of the entire Global Note
            to beneficial owners pursuant to Clause (2) of this Section 305, the
            Global Note shall be deemed to be surrendered to the Trustee for
            cancellation, and the Company shall execute, and the Trustee shall
            authenticate and deliver, to each beneficial owner identified by the
            Depositary in exchange for its beneficial interest in the Global
            Note, an equal aggregate principal amount of Notes Registered of
            authorized denominations.

                  (5) Any Note Registered constituting a Restricted Security
            delivered in exchange for an interest in the Global Note pursuant to
            Clauses (3) or (4) of this Section 305 shall, except as otherwise
            provided by Section 312(f), bear the legend regarding transfer
            restrictions applicable set forth in Section 205.

                  (6) The Holder of the Global Note may grant proxies and
            otherwise authorize any person, including Participants and persons
            that may hold interests through Participants, to take any action
            which a Holder is entitled to take under this Indenture or the
            Notes.

                                       27
<PAGE>

                  (7) Every Note authenticated and delivered upon registration
            of transfer of, or in exchange for or in lieu of, a Global Note or
            any portion thereof, whether pursuant to this Section, Section 304,
            306, 906 or 1107 or otherwise, shall be authenticated and delivered
            in the form of, and shall be, a Global Note, unless such Note is
            registered in the name of a Person other than the Depositary for
            such Global Note or a nominee thereof.

Section 306. Mutilated, Destroyed, Lost and Stolen Notes.

      If any mutilated Note is surrendered to the Trustee, the Company shall
execute and the Trustee shall authenticate and deliver in exchange therefor a
new Note of the same series and of like tenor and principal amount and bearing a
number not contemporaneously outstanding.

      If there shall be delivered to the Company and the Trustee (i) evidence to
their satisfaction of the destruction, loss or theft of any Note and (ii) such
security or indemnity as may be required by them to save each of them and any
agent of either of them harmless, then, in the absence of notice to the Company
or the Trustee that such Note has been acquired by a bona fide purchaser, the
Company shall execute and the Trustee shall authenticate and deliver, in lieu of
any such destroyed, lost or stolen Note, a new Note of the same series and of
like tenor and principal amount and bearing a number not contemporaneously
outstanding.

      In case any such mutilated, destroyed, lost or stolen Note has become or
is about to become due and payable, the Company in its discretion may, instead
of issuing a new Note, pay such Note.

      Upon the issuance of any new Note under this Section, the Company may
require the payment of a sum sufficient to cover any tax or other governmental
charge that may be imposed in relation thereto and any other expenses (including
the fees and expenses of the Trustee) connected therewith.

      Every new Note issued pursuant to this Section in lieu of any destroyed,
lost or stolen Note shall constitute an original additional contractual
obligation of the Company, whether or not the destroyed, lost or stolen Note
shall be at any time enforceable by anyone, and shall be entitled to all the
benefits of this Indenture equally and proportionately with any and all other
Notes duly issued hereunder.

      The provisions of this Section are exclusive and shall preclude (to the
extent lawful) all other rights and remedies with respect to the replacement or
payment of mutilated, destroyed, lost or stolen Notes.

Section 307. Payment of Interest; Additional Interest; Interest Rights
      Preserved.

      Interest on any Note which is payable, and is punctually paid or duly
provided for, on any Interest Payment Date shall be paid to the Person in whose
name that Note (or one or more Predecessor Notes) is registered at the close of
business on the Regular Record Date for such interest.

                                       28
<PAGE>

     The Trustee shall be entitled to rely upon the information contained in any
notice (including dates and computations) delivered by the Company which
purports to be given under Section 4(b) of the Registration Rights Agreement in
determining the amount of Additional Interest payable under Section 4(a)
thereof; provided however, that nothing herein shall relieve the Company of its
obligations to make any payments due under the Registration Rights Agreement.

      Any interest on any Note which is payable, but is not punctually paid or
duly provided for, on any Interest Payment Date (herein called "Defaulted
Interest") shall forthwith cease to be payable to the Holder on the relevant
Regular Record Date by virtue of having been such Holder, and such Defaulted
Interest may be paid by the Company, at its election in each case, as provided
in Clause (1) or (2) below:

                  (1) The Company may elect to make payment of any Defaulted
            Interest to the Persons in whose names the Notes (or their
            respective Predecessor Notes) are registered at the close of
            business on a Special Record Date for the payment of such Defaulted
            Interest, which shall be fixed in the following manner. The Company
            shall notify the Trustee in writing of the amount of Defaulted
            Interest proposed to be paid on each Note and the date of the
            proposed payment, and at the same time the Company shall deposit
            with the Trustee an amount of money equal to the aggregate amount
            proposed to be paid in respect of such Defaulted Interest or shall
            make arrangements satisfactory to the Trustee for such deposit prior
            to the date of the proposed payment, such money when deposited to be
            held in trust for the benefit of the Persons entitled to such
            Defaulted Interest as in this Clause provided. Thereupon the Trustee
            shall fix a Special Record Date for the payment of such Defaulted
            Interest which shall be not more than 15 days and not less than 10
            days prior to the date of the proposed payment and not less than 10
            days after the receipt by the Trustee of the notice of the proposed
            payment. The Trustee shall promptly notify the Company of such
            Special Record Date and, in the name and at the expense of the
            Company, shall cause notice of the proposed payment of such
            Defaulted Interest and the Special Record Date therefor to be given
            to each Holder of Notes in the manner set forth in Section 106, not
            less than 10 days prior to such Special Record Date. Notice of the
            proposed payment of such Defaulted Interest and the Special Record
            Date therefor having been so mailed, such Defaulted Interest shall
            be paid to the Persons in whose names the Notes (or their respective
            Predecessor Notes) are registered at the close of business on such
            Special Record Date and shall no longer be payable pursuant to the
            following Clause (2).

                  (2) The Company may make payment of any Defaulted Interest on
            the Notes in any other lawful manner not inconsistent with the
            requirements of any securities exchange on which such Notes may be
            listed, and upon such notice as may be required by such exchange,
            if, after notice given by the Company to the Trustee of the proposed
            payment pursuant to this Clause, such manner of payment shall be
            deemed practicable by the Trustee.

      Subject to the foregoing provisions of this Section, each Note delivered
under this Indenture upon registration of transfer of or in exchange for or in
lieu of any other Note shall carry the

                                       29
<PAGE>

rights to interest accrued and unpaid, and to accrue, which were carried by such
other Note.

Section 308. Persons Deemed Owners.

      Prior to due presentment of a Note for registration of transfer, the
Company, the Trustee and any agent of the Company or the Trustee may treat the
Person in whose name such Note is registered as the owner of such Note for the
purpose of receiving payment of principal of and any premium and (subject to
Section 307) any interest on, and Additional Interest, if any, with respect to,
such Note and for all other purposes whatsoever, whether or not such Note be
overdue, and neither the Company, the Trustee nor any agent of the Company or
the Trustee shall be affected by notice to the contrary.

Section 309. Cancellation.

      All Notes surrendered for payment, redemption, registration of transfer or
exchange shall, if surrendered to any Person other than the Trustee, be
delivered to the Trustee and shall be promptly cancelled by it. The Company may
at any time deliver to the Trustee for cancellation any Notes previously
authenticated and delivered hereunder which the Company may have acquired in any
manner whatsoever, and may deliver to the Trustee (or to any other Person for
delivery to the Trustee) for cancellation any Notes previously authenticated
hereunder which the Company has not issued and sold, and all Notes so delivered
shall be promptly cancelled by the Trustee. No Notes shall be authenticated in
lieu of or in exchange for any Notes cancelled as provided in this Section,
except as expressly permitted by this Indenture. All cancelled Notes held by the
Trustee shall be disposed of as directed by a Company Order.

Section 310. Computation of Interest.

      Interest on the Notes shall be computed on the basis of a 360-day year of
twelve 30-day months.

Section 311. CUSIP Number.

      The Company in issuing the Notes may use one or more "CUSIP" numbers, and
if so, the appropriate CUSIP number(s) shall be included in all notices of
redemption or exchange as a convenience to Holders; provided that any such
notice may state that no representation is made by the Trustee as to the
correctness or accuracy of any CUSIP number(s) printed in the notice or on the
Notes, and that reliance may be placed only on the other identification numbers
printed on the Notes. The Company shall promptly notify the Trustee of any
change in the CUSIP number.

Section 312. Special Transfer Provisions.

                  (a)   Transfers to QIBs. The following provisions shall apply
with respect to the registration of any proposed transfer of a Note constituting
a Restricted Security to a QIB:

                  (i)   the Registrar shall register the transfer of any
            Restricted Security to a QIB if such transfer is being made by a
            proposed transferor who has checked the box provided for on the
            applicable Note stating, or has otherwise advised the Company and
            the

                                       30
<PAGE>

            Registrar in writing, that the sale has been made in compliance with
            the provisions of Rule 144A to a transferee who has signed the
            certification provided for on the applicable Note stating, or has
            otherwise advised the Company and the Registrar in writing, that it
            is purchasing the Note for its own account or an account with
            respect to which it exercises sole investment discretion and that it
            and any such account is a QIB within the meaning of Rule 144A, and
            is aware that the sale to it is being made in reliance on Rule 144A
            and acknowledges that it has received such information regarding the
            Company as it has requested pursuant to Rule 144A or has determined
            not to request such information and that it is aware that the
            transferor is relying upon its foregoing representations in order to
            claim the exemption from registration provided by Rule 144A; and

                  (ii)  if the proposed transferee is a Participant and the
            Notes to be transferred consist of physical Notes which after
            transfer are to be evidenced by an interest in the 144A Global Note,
            upon receipt by the Registrar of the physical Note and written
            instructions given in accordance with the Depositary's and the
            Registrar's procedures, the Registrar shall register the transfer
            and reflect on its book and records the date and an increase in the
            principal amount of the 144A Global Note in an amount equal to the
            principal amount of physical Notes to be transferred, and the
            Registrar shall cancel the physical Notes so transferred; and

                  (iii) if the proposed transferor is a Participant seeking to
            transfer an interest in the Regulation S Global Note, upon receipt
            by the Registrar of written instructions given in accordance with
            the Depositary's and the Registrar's procedures, the Registrar shall
            register the transfer and reflect on its books and records the date
            and (A) a decrease in the principal amount of Regulation S Global
            Note, as the case may be, in an amount equal to the principal amount
            of the Notes to be transferred and (B) an increase in the principal
            amount of the 144A Global Note in an amount equal to the principal
            amount of the Notes to be transferred.

                  (b)   Transfers of Interests in the Temporary Regulation S
Global Note. The following provisions shall apply with respect to the
registration of any proposed transfer of interests in the Temporary Regulation S
Global Note:

                  (i)   the Registrar shall register the transfer of an interest
            in the Temporary Regulation S Global Note, whether or not such
            Global Note bears the Private Placement Legend if the proposed
            transferor has delivered to the Registrar a certificate
            substantially in the form of Exhibit C stating, among other things,
            that the proposed transferee is a Non-U.S. Person;

                  (ii)  if the proposed transferee is a Participant, upon
            receipt by the Registrar of the documents referred to in clause (i)
            above, if required, and instructions given in accordance with the
            Depositary's and the Registrar's procedures, the Registrar shall
            reflect on its books and records the date and amount of such
            transfer of an interest in the Temporary Regulation S Global Note.

                  (c)   Transfers to Non-U.S. Persons. The following provisions
shall apply with respect to any transfer of a Restricted Security to a Non-U.S.
Person under Regulation S:

                                       31
<PAGE>

                  (i)   the Registrar shall register any proposed transfer of a
            Restricted Security to a Non-U.S. Person upon receipt of a
            certificate substantially in the form of Exhibit D from the proposed
            transferor and such certifications, legal opinions and other
            information as the Trustee or the Company may reasonably request;
            and

                  (ii)  (a) if the proposed transferor is a Participant holding
            a beneficial interest in the Rule 144A Global Note or the Note to be
            transferred is a physical Notes, upon receipt by the Registrar of
            (x) the documents required by paragraph (i) and (y) instructions in
            accordance with the Depositary's and the Registrar's procedures, the
            Registrar shall reflect on its books and records the date and a
            decrease in the principal amount of the Rule 144A Global Note, as
            the case may be, in an amount equal to the principal amount of the
            beneficial interest in the Rule 144A Global Note, as the case may
            be, to be transferred or cancel the Physical Notes to be
            transferred, and (b) if the proposed transferee is a Participant,
            upon receipt by the Registrar of instructions given in accordance
            with the Depositary's and the Registrar's procedures, the Registrar
            shall reflect on its books and records the date and an increase in
            the principal amount of the applicable Regulation S Global Note in
            an amount equal to the principal amount of the Rule 144A Global Note
            or the physical Notes, as the case may be, to be transferred.

                  (d)   Exchange Offer. Upon the occurrence of the Exchange
Offer in accordance with the Registration Rights Agreement, the Company shall
issue and, upon receipt of an Authentication Order and an Opinion of Counsel in
form reasonably satisfactory to the Trustee, the Trustee shall authenticate one
or more Global Notes and/or physical Notes not bearing the Private Placement
Legend in an aggregate principal amount equal to the principal amount of the
beneficial interests in the Global Notes or physical Notes representing the
Initial Notes and/or Additional Notes, as the case may be, tendered for
acceptance in accordance with the Exchange Offer and accepted for exchange in
the Exchange Offer.

                  (e)   Permanent Regulation S Global Note. Reasonably promptly
following the date that is 40 days after the later of the commencement of the
offering of the Notes in reliance on Regulation S and the date hereof, upon
receipt by the Trustee and the Company of a duly executed certificate certifying
that the Holder of the beneficial interest in the Temporary Regulation S Global
Note is a Non-U.S. Person, substantially in the form of Exhibit C from the
Depositary, the Permanent Regulation S Global Note shall be duly executed by the
Company and authenticated by the Trustee and the Registrar shall reflect on its
books and records the cancellation of the Temporary Regulation S Global Note and
the issuance of the Permanent Regulation S Global Note.

                  (f)   Private Placement Legend. Upon the transfer, exchange or
replacement of Notes not bearing the Private Placement Legend unless otherwise
required by applicable law, the Registrar shall deliver Notes that do not bear
the Private Placement Legend. Upon the transfer, exchange or replacement of
Notes bearing the Private Placement Legend, the Registrar shall deliver only
Notes that bear the Private Placement Legend unless (i) such transfer, exchange
or replacement occurs after the applicable Resale Restriction Termination Date;
(ii) there is delivered to the Trustee an Opinion of Counsel reasonably
satisfactory to the Company and the Trustee to the effect that neither such
legend nor the related restrictions on transfer are required in order to
maintain compliance with the provisions of the Securities Act or (iii) such Note
has

                                       32
<PAGE>

been offered and sold (including pursuant to the Exchange Offer) pursuant to an
effective registration statement under the Securities Act.

                  (g)   General. By its acceptance of any Note bearing the
Private Placement Legend, each Holder of such a Note acknowledges the
restrictions on transfer of such Note set forth in this Indenture and in the
Private Placement Legend and agrees that it shall transfer such Note only as
provided in this Indenture.

                  The Registrar shall retain copies of all letters, notices and
other written communications received pursuant to Section 305 or this Section
312. The Company shall have the right to inspect and make copies of all such
letters, notices or other written communications at any reasonable time upon the
giving of reasonable written notice to the Registrar.

                  The Trustee shall have no obligation or duty to monitor,
determine or inquire as to compliance with any restrictions on transfer imposed
under this Indenture or under applicable law with respect to any transfer of any
interest in any Note (including any transfers between or among Depositary
Participants or beneficial owners of interests in any Global Note) other than to
require delivery of such certificates and other documentation or evidence as are
expressly required by, and to do so if and when expressly required by the terms
of, this Indenture, and to examine the same to determine substantial compliance
as to form with the express requirements hereof.

                  The Trustee shall have no responsibility for the actions or
omissions of the Depositary, or the accuracy of the books and records of the
Depositary.

                  (h)   Cancellation and/or Adjustment of Global Note. At such
time as all beneficial interests in a particular Global Note have been exchanged
for physical Notes or a particular Global Note has been redeemed, repurchased or
canceled in whole and not in part, each such Global Note shall be returned to or
retained and canceled by the Trustee in accordance with Section 309 hereof. At
any time prior to such cancellation, if any beneficial interest in a Global Note
is exchanged for or transferred to a Person who shall take delivery thereof in
the form of a beneficial interest in another Global Note or for physical Notes,
the principal amount of Notes represented by such Global Note shall be reduced
accordingly and an endorsement shall be made on such Global Note by the Trustee
or by the Depositary at the direction of the Trustee to reflect such reduction;
and if the beneficial interest is being exchanged for or transferred to a Person
who shall take delivery thereof in the form of a beneficial interest in another
Global Note, such other Global Note shall be increased accordingly and an
endorsement shall be made on such Global Note by the Trustee or by the
Depositary at the direction of the Trustee to reflect such increase.

                                   ARTICLE IV

                           Satisfaction and Discharge

Section 401. Satisfaction and Discharge of Indenture.

      This Indenture shall upon Company Request cease to be of further effect
(except as to any

                                       33
<PAGE>

surviving rights of registration of transfer or exchange of Notes herein
expressly provided for), and the Trustee, at the expense of the Company, shall
execute proper instruments acknowledging satisfaction and discharge of this
Indenture, when

      (1) either

                  (A) all Notes theretofore authenticated and delivered (other
            than (i) Notes which have been destroyed, lost or stolen and which
            have been replaced or paid as provided in Section 306 and (ii) Notes
            for whose payment money has theretofore been deposited in trust or
            segregated and held in trust by the Company and thereafter repaid to
            the Company or discharged from such trust, as provided in Section
            1003) have been delivered to the Trustee for cancellation; or

                  (B) all such Notes not theretofore delivered to the Trustee
            for cancellation

                        (i) have become due and payable, or

                        (ii) will become due and payable at their Stated
                  Maturity within one year, or

                        (iii) are to be called for redemption within one year
                  under arrangements satisfactory to the Trustee for the giving
                  of notice of redemption by the Trustee in the name, and at the
                  expense, of the Company,

and the Company, in the case of (i), (ii) or (iii) above, has deposited or
caused to be deposited with the Trustee as trust funds in trust for that purpose
money in an amount sufficient to pay and discharge the entire indebtedness on
such Notes not theretofore delivered to the Trustee for cancellation, for
principal and any premium and Additional Interest, if any, and interest to the
date of such deposit (in the case of Notes which have become due and payable) or
to the Stated Maturity or Redemption Date, as the case may be;

      (2) the Company has paid or caused to be paid all other sums payable
hereunder by the Company; and

      (3) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that all conditions precedent herein
provided for relating to the satisfaction and discharge of this Indenture have
been complied with.

      Notwithstanding the satisfaction and discharge of this Indenture, the
obligations of the Company to the Trustee under Section 607, the obligations of
the Trustee to any Authenticating Agent under Section 614 and, if money shall
have been deposited with the Trustee pursuant to subclause (B) of Clause (1) of
this Section, the obligations of the Trustee under Section 402 and the last
paragraph of Section 1003 shall survive.

Section 402. Application of Trust Money.

                                       34
<PAGE>

      Subject to the provisions of the last paragraph of Section 1003, all money
deposited with the Trustee pursuant to Section 401 shall be held in trust and
applied by it, in accordance with the provisions of the Notes and this
Indenture, to the payment, either directly or through any Paying Agent
(including the Company acting as its own Paying Agent) as the Trustee may
determine, to the Persons entitled thereto, of the principal, and any premium
and Additional Interest, if any, and interest for whose payment such money has
been deposited with the Trustee.

                                    ARTICLE V

                                    Remedies

Section 501. Events of Default.

      "Event of Default", wherever used herein with respect to Notes, means any
one of the following events (whatever the reason for such Event of Default and
whether it shall be voluntary or involuntary or be effected by operation of law
or pursuant to any judgment, decree or order of any court or any order, rule or
regulation of any administrative or governmental body):

      (1) default in the payment of any interest upon, or Additional Interest
with respect to, the Notes when the same becomes due and payable, and
continuance of such default for a period of 30 days; or

      (2) default in the payment of the principal of or any premium on the Notes
at its Maturity; or

      (3) default in the performance, or breach, of any covenant or warranty of
the Company or any Restricted Subsidiary in this Indenture (other than a
covenant or warranty a default in whose performance or whose breach is elsewhere
in this Section specifically dealt with), and continuance of such default or
breach for a period of 60 days after there has been given, by registered or
certified mail, to the Company by the Trustee or to the Company and the Trustee
by the Holders of at least 25% in principal amount of the Outstanding Notes a
written notice specifying such default or breach and requiring it to be remedied
and stating that such notice is a "Notice of Default" hereunder; or

      (4) except as permitted by this Indenture, any Note Guarantee shall be
held in any judicial proceeding to be unenforceable or invalid or shall cease
for any reason to be in full force and effect, or any Guarantor, or any Person
acting on behalf of any Guarantor, shall deny or disaffirm its obligations under
its Note Guarantee; or

      (5) the entry by a court having jurisdiction in the premises of (A) a
decree or order for relief in respect of the Company or any Restricted
Subsidiary in an involuntary case or proceeding under any applicable federal or
state bankruptcy, insolvency, reorganization or other similar law or (B) a
decree or order adjudging the Company or any Restricted Subsidiary a bankrupt or
insolvent, or approving as properly filed a petition seeking reorganization,
arrangement, adjustment or composition of or in respect of the Company or any
Restricted Subsidiary under

                                       35
<PAGE>

any applicable federal or state law, or appointing a custodian, receiver,
liquidator, assignee, trustee, sequestrator or other similar official of the
Company or any Restricted Subsidiary or of any substantial part of its property,
or ordering the winding up or liquidation of its affairs, and the continuance of
any such decree or order for relief or any such other decree or order unstayed
and in effect for a period of 60 consecutive days; or

      (6) the commencement by the Company or any Restricted Subsidiary of a
voluntary case or proceeding under any applicable federal or state bankruptcy,
insolvency, reorganization or other similar law or of any other case or
proceeding to be adjudicated a bankrupt or insolvent, or the consent by it to
the entry of a decree or order for relief in respect of the Company or any
Restricted Subsidiary in an involuntary case or proceeding under any applicable
federal or state bankruptcy, insolvency, reorganization or other similar law or
to the commencement of any bankruptcy or insolvency case or proceeding against
it, or the filing by it of a petition or answer or consent seeking
reorganization or relief under any applicable federal or state law, or the
consent by it to the filing of such petition or to the appointment of or taking
possession by a custodian, receiver, liquidator, assignee, trustee, sequestrator
or other similar official of the Company or any Restricted Subsidiary or of any
substantial part of its property, or the making by it of an assignment for the
benefit of creditors, or the admission by it in writing of its inability to pay
its debts generally as they become due, or the taking of corporate action by the
Company in furtherance of any such action.

Section 502. Acceleration of Maturity; Rescission and Annulment.

      If an Event of Default (other than an Event of Default specified in
Section 501(5) or 501(6)) with respect to the Notes occurs and is continuing,
then in every such case the Trustee or the Holders of not less than 25% in
principal amount of the Outstanding Notes may declare the principal amount of
all the Notes to be due and payable immediately, by a notice in writing to the
Company (and to the Trustee if given by Holders), and upon any such declaration
such principal amount (or specified amount) shall become immediately due and
payable. If an Event of Default specified in Section 501(5) or 501 (6) with
respect to the Notes occurs, the principal amount of all the Notes shall
automatically, and without any declaration or other action on the part of the
Trustee or any Holder, become immediately due and payable.

      At any time after such a declaration of acceleration with respect to the
Notes has been made and before a judgment or decree for payment of the money due
has been obtained by the Trustee as hereinafter in this Article provided, the
Holders of a majority in principal amount of the Outstanding Notes, by written
notice to the Company and the Trustee, may rescind and annul such declaration
and its consequences if:

      (1) the Company has paid or deposited with the Trustee a sum sufficient to
pay:

                  (A) all overdue interest on, and Additional Interest, if any,
            with respect to, the Notes,

                  (B) the principal of (and premium, if any, on) the Notes which
            have become due otherwise than by such declaration of acceleration
            and any interest thereon at the rate or

                                       36
<PAGE>

            rates prescribed therefor in the Notes,

                  (C) to the extent that payment of such interest is lawful,
            interest upon overdue interest and Additional Interest, if any, at
            the rate or rates prescribed therefor in the Notes, and

                  (D) all sums paid or advanced by the Trustee hereunder and the
            reasonable compensation, expenses, disbursements and advances of the
            Trustee, its agents and counsel;

            and

      (2) all Events of Default with respect to the Notes, other than the
non-payment of the principal of the Notes which have become due solely by such
declaration of acceleration, have been cured or waived as provided in Section
513.

      No such rescission shall affect any subsequent default or impair any right
consequent thereon.

Section 503. Collection of Indebtedness and Suits for Enforcement by Trustee.

      The Company covenants that if:

      (1) default is made in the payment of any interest on, or Additional
Interest, if any, with respect to, the Notes when such interest or Additional
Interest becomes due and payable and such default continues for a period of 30
days, or

      (2) default is made in the payment of the principal of (or premium, if
any, on) the Notes at the Maturity thereof,

the Company will, upon demand of the Trustee, pay to it, for the benefit of the
Holders of the Notes, the whole amount then due and payable on the Notes for
principal and any premium and interest and Additional Interest, if any, and, to
the extent that payment of such interest shall be legally enforceable, interest
on any overdue principal and premium and on any overdue interest and on any
Additional Interest, at the rate or rates prescribed therefor in the Notes, and,
in addition thereto, such further amount as shall be sufficient to cover the
costs and expenses of collection (including any costs and expenses incurred in
any bankruptcy proceeding), including the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel.

      If an Event of Default with respect to the Notes occurs and is continuing,
the Trustee may in its discretion proceed to protect and enforce its rights and
the rights of the Holders of the Notes by such appropriate judicial proceedings
as the Trustee shall deem most effectual to protect and enforce any such rights,
whether for the specific enforcement of any covenant or agreement in this
Indenture or in aid of the exercise of any power granted herein, or to enforce
any other proper remedy.

                                       37
<PAGE>

Section 504. Trustee May File Proofs of Claim.

      In case of any judicial proceeding relative to the Company (or any other
obligor upon the Notes), its property or its creditors, the Trustee shall be
entitled and empowered, by intervention in such proceeding or otherwise, to take
any and all actions authorized under the Trust Indenture Act in order to have
claims of the Holders and the Trustee allowed in any such proceeding. In
particular, the Trustee shall be authorized to collect and receive any moneys or
other property payable or deliverable on any such claims and to distribute the
same; and any custodian, receiver, assignee, trustee, liquidator, sequestrator
or other similar official in any such judicial proceeding is hereby authorized
by each Holder to make such payments to the Trustee and, in the event that the
Trustee shall consent to the making of such payments directly to the Holders, to
pay to the Trustee any amount due it for the reasonable compensation, expenses,
disbursements and advances of the Trustee, its agents and counsel, and any other
amounts due the Trustee under Section 607.

      No provision of this Indenture shall be deemed to authorize the Trustee to
authorize or consent to or accept or adopt on behalf of any Holder any plan of
reorganization, arrangement, adjustment or composition affecting the Notes or
the rights of any Holder thereof or to authorize the Trustee to vote in respect
of the claim of any Holder in any such proceeding; provided, however, that the
Trustee may, on behalf of the Holders, vote for the election of a trustee in
bankruptcy or similar official and be a member of a creditors' or other similar
committee.

Section 505. Trustee May Enforce Claims Without Possession of the Notes.

      All rights of action and claims under this Indenture or the Notes may be
prosecuted and enforced by the Trustee without the possession of any of the
Notes or the production thereof in any proceeding relating thereto, and any such
proceeding instituted by the Trustee shall be brought in its own name as trustee
of an express trust, and any recovery of judgment shall, after provision for the
payment of the reasonable compensation, expenses, disbursements and advances of
the Trustee, its agents and counsel, be for the ratable benefit of the Holders
of the Notes in respect of which such judgment has been recovered.

Section 506. Application of Money Collected.

      Any money collected by the Trustee pursuant to this Article shall be
applied in the following order, at the date or dates fixed by the Trustee and,
in case of the distribution of such money on account of principal or any premium
or interest, upon presentation of the Notes and the notation thereon of the
payment if only partially paid and upon surrender thereof if fully paid:

      First: To the payment of all amounts due the Trustee under Section 607;
and

      Second: To the payment of the amounts then due and unpaid on the Notes for
principal, any premium, interest, and Additional Interest, if any, in respect of
which or for the benefit of which such money has been collected, ratably,
without preference or priority of any kind, according to the amounts due and
payable on such Notes for principal, any premium, interest, and Additional

                                       38
<PAGE>

Interest, if any, respectively.

Section 507. Limitation on Suits.

      No Holder of any Note shall have any right to institute any proceeding,
judicial or otherwise, with respect to this Indenture, or for the appointment of
a receiver or trustee, or for any other remedy hereunder, unless

      (1) such Holder has previously given written notice to the Trustee of a
continuing Event of Default with respect to the Notes;

      (2) the Holders of not less than 25% in principal amount of the
Outstanding Notes shall have made written request to the Trustee to institute
proceedings in respect of such Event of Default in its own name as Trustee
hereunder;

      (3) such Holder or Holders have provided to the Trustee reasonable
indemnity against the costs, expenses and liabilities to be incurred in
compliance with such request;

      (4) the Trustee for 60 days after its receipt of such notice, request and
provision of indemnity has failed to institute any such proceeding; and

      (5) no direction inconsistent with such written request has been given to
the Trustee during such 60-day period by the Holders of a majority in principal
amount of the Outstanding Notes;

it being understood and intended that no one or more of such Holders shall have
any right in any manner whatsoever by virtue of, or by availing of, any
provision of this Indenture to affect, disturb or prejudice the rights of any
other of such Holders, or to obtain or to seek to obtain priority or preference
over any other of such Holders or to enforce any right under this Indenture,
except in the manner herein provided and for the equal and ratable benefit of
all of such Holders.

Section 508. Unconditional Right of Holders to Receive Payment.

      Notwithstanding any other provision in this Indenture, the Holder of any
Note shall have the right, which is absolute and unconditional, to receive
payment of the principal of and any premium and (subject to Section 307)
interest on, and Additional Interest, if any with respect to, such Note on the
respective Stated Maturities expressed in such Note (or, in the case of
redemption, on the Redemption Date) and to institute suit for the enforcement of
any such payment, and such rights shall not be impaired without the consent of
such Holder.

Section 509. Restoration of Rights and Remedies.

      If the Trustee or any Holder has instituted any proceeding to enforce any
right or remedy under this Indenture and such proceeding has been discontinued
or abandoned for any reason, or has been determined adversely to the Trustee or
to such Holder, then and in every such case, subject to any determination in
such proceeding, the Company, the Trustee and the Holders shall be restored
severally and respectively to their former positions hereunder and thereafter
all rights

                                       39
<PAGE>

and remedies of the Trustee and the Holders shall continue as though no such
proceeding had been instituted.

Section 510. Rights and Remedies Cumulative.

      Except as otherwise provided with respect to the replacement or payment of
mutilated, destroyed, lost or stolen Notes in the last paragraph of Section 306,
no right or remedy herein conferred upon or reserved to the Trustee or to the
Holders is intended to be exclusive of any other right or remedy, and every
right and remedy shall, to the extent permitted by law, be cumulative and in
addition to every other right and remedy given hereunder or now or hereafter
existing at law or in equity or otherwise. The assertion or employment of any
right or remedy hereunder, or otherwise, shall not prevent the concurrent
assertion or employment of any other appropriate right or remedy.

Section 511. Delay or Omission Not Waiver.

      No delay or omission of the Trustee or of any Holder of any Notes to
exercise any right or remedy accruing upon any Event of Default shall impair any
such right or remedy or constitute a waiver of any such Event of Default or an
acquiescence therein. Every right and remedy given by this Article or by law to
the Trustee or to the Holders may be exercised from time to time, and as often
as may be deemed expedient, by the Trustee or by the Holders, as the case may
be.

Section 512. Control by Holders.

      The Holders of a majority in principal amount of the Outstanding Notes
shall have the right to direct the time, method and place of conducting any
proceeding for any remedy available to the Trustee, or exercising any trust or
power conferred on the Trustee, with respect to the Notes, provided that

      (1) such direction shall not be in conflict with any rule of law or with
this Indenture, and

      (2) the Trustee may take any other action deemed proper by the Trustee
which is not inconsistent with such direction.

Section 513. Waiver of Past Defaults.

      The Holders of not less than a majority in principal amount of the
Outstanding Notes may on behalf of the Holders of all the Notes waive any past
default hereunder and its consequences, except a default

      (1) in the payment of the principal of or any premium or interest on or
any Additional Interest with respect to, any Note, or

      (2) in respect of a covenant or provision hereof which under Article Nine
cannot be modified or amended without the consent of the Holder of each
Outstanding Note affected.

                                       40
<PAGE>

      Upon any such waiver, such default shall cease to exist, and any Event of
Default arising therefrom shall be deemed to have been cured, for every purpose
of this Indenture; but no such waiver shall extend to any subsequent or other
default or impair any right consequent thereon.

Section 514. Undertaking for Costs.

      In any suit for the enforcement of any right or remedy under this
Indenture, or in any suit against the Trustee for any action taken, suffered or
omitted by it as Trustee, a court may require any party litigant in such suit to
file an undertaking to pay the costs of such suit, and may assess costs against
any such party litigant, in the manner and to the extent provided in the Trust
Indenture Act; provided that neither this Section nor the Trust Indenture Act
shall be deemed to authorize any court to require such an undertaking or to make
such an assessment in any suit instituted by the Company or by the Trustee.

Section 515. Waiver of Usury, Stay or Extension Laws.

      The Company covenants (to the extent that it may lawfully do so) that it
will not at any time insist upon, or plead, or in any manner whatsoever claim or
take the benefit or advantage of, any usury, stay or extension law wherever
enacted, now or at any time hereafter in force, which may affect the covenants
or the performance of this Indenture; and the Company (to the extent that it may
lawfully do so) hereby expressly waives all benefit or advantage of any such law
and covenants that it will not hinder, delay or impede the execution of any
power herein granted to the Trustee, but will suffer and permit the execution of
every such power as though no such law had been enacted.

                                   ARTICLE VI

                                   The Trustee

Section 601. Certain Duties and Responsibilities.

      The duties and responsibilities of the Trustee shall be as provided by the
Trust Indenture Act. Notwithstanding the foregoing, no provision of this
Indenture shall require the Trustee to expend or risk its own funds or otherwise
incur any financial liability in the performance of any of its duties hereunder,
or in the exercise of any of its rights or powers, if it shall have reasonable
grounds for believing that repayment of such funds or adequate indemnity against
such risk or liability is not reasonably assured to it. Whether or not therein
expressly so provided, every provision of this Indenture relating to the conduct
or affecting the liability of or affording protection to the Trustee shall be
subject to the provisions of this Section.

Section 602. Notice of Defaults.

      If a default occurs hereunder with respect to the Notes, the Trustee shall
give the Holders of the Notes notice of such default as and to the extent
provided by the Trust Indenture Act; provided, however, that in the case of any
default of the character specified in Section 501(4) with respect to the Notes,
no such notice to Holders shall be given until at least 30 days after the

                                       41
<PAGE>

occurrence thereof. For the purpose of this Section, the term "default" means
any event which is, or after notice or lapse of time or both would become, an
Event of Default with respect to the Notes.

Section 603. Certain Rights of Trustee.

      Subject to the provisions of Section 601:

      (1) the Trustee may rely and shall be protected in acting or refraining
from acting upon any resolution, certificate, statement, instrument, opinion,
report, notice, request, direction, consent, order, bond, debenture, note, other
evidence of indebtedness or other paper or document believed by it to be genuine
and to have been signed or presented by the proper party or parties;

      (2) any request or direction of the Company mentioned herein shall be
sufficiently evidenced by a Company Request or Company Order, and any resolution
of the Board of Directors shall be sufficiently evidenced by a Board Resolution;

      (3) whenever in the administration of this Indenture the Trustee shall
deem it desirable that a matter be proved or established prior to taking,
suffering or omitting any action hereunder, the Trustee (unless other evidence
be herein specifically prescribed) may, in the absence of bad faith on its part,
rely upon an Officers' Certificate;

      (4) the Trustee may consult with counsel and the written advice of such
counsel or any Opinion of Counsel shall be full and complete authorization and
protection in respect of any action taken, suffered or omitted by it hereunder
in good faith and in reliance thereon;

      (5) the Trustee shall be under no obligation to exercise any of the rights
or powers vested in it by this Indenture at the request or direction of any of
the Holders pursuant to this Indenture, unless such Holders shall have provided
to the Trustee reasonable security or indemnity against the costs, expenses and
liabilities which might be incurred by it in compliance with such request or
direction;

      (6) the Trustee shall not be bound to make any investigation into the
facts or matters stated in any resolution, certificate, statement, instrument,
opinion, report, notice, request, direction, consent, order, bond, debenture,
note, other evidence of indebtedness or other paper or document, but the
Trustee, in its discretion, may make such further inquiry or investigation into
such facts or matters as it may see fit, and, if the Trustee shall determine to
make such further inquiry or investigation, it shall be entitled to examine the
books, records and premises of the Company, personally or by agent or attorney;
and

      (7) the Trustee may execute any of the trusts or powers hereunder or
perform any duties hereunder either directly or by or through agents or
attorneys and the Trustee shall not be responsible for any misconduct or
negligence on the part of any agent or attorney appointed with due care by it
hereunder.

Section 604. Not Responsible for Recitals or Issuance of the Notes.

                                       42
<PAGE>

      The recitals contained herein and in the Notes, except the Trustee's
certificates of authentication, shall be taken as the statements of the Company,
and neither the Trustee nor any Authenticating Agent assumes any responsibility
for their correctness. The Trustee makes no representations as to the validity
or sufficiency of this Indenture or of the Notes. Neither the Trustee nor any
Authenticating Agent shall be accountable for the use or application by the
Company of the Notes or the proceeds thereof.

Section 605. May Hold Notes.

      The Trustee, any Authenticating Agent, any Paying Agent, any Registrar or
any other agent of the Company, in its individual or any other capacity, may
become the owner or pledgee of the Notes and, subject to Sections 608 and 613,
may otherwise deal with the Company with the same rights it would have if it
were not Trustee, Authenticating Agent, Paying Agent, Registrar or such other
agent.

Section 606. Money Held in Trust.

      Money held by the Trustee in trust hereunder need not be segregated from
other funds except to the extent required by law. The Trustee shall be under no
liability for interest on any money received by it hereunder except as otherwise
agreed with the Company.

Section 607. Compensation and Reimbursement.

      The Company agrees

      (1) to pay to the Trustee from time to time reasonable compensation for
all services rendered by it hereunder (which compensation shall not be limited
by any provision of law in regard to the compensation of a trustee of an express
trust);

      (2) except as otherwise expressly provided herein, to reimburse the
Trustee upon its request for all reasonable expenses, disbursements and advances
incurred or made by the Trustee in accordance with any provision of this
Indenture (including the reasonable compensation and the expenses and
disbursements of its agents and counsel), except any such expense, disbursement
or advance as may be attributable to its negligence or bad faith; and

      (3) to indemnify the Trustee for, and to hold it harmless against, any
loss, liability or expense incurred without negligence or bad faith on its part,
arising out of or in connection with the acceptance or administration of the
trust or trusts hereunder, including the costs and expenses of defending itself
against any claim or liability in connection with the exercise or performance of
any of its powers or duties hereunder.

      The provisions of this Section 607 shall survive the termination of this
Indenture and the resignation or removal of the Trustee.

Section 608. Conflicting Interests.

                                       43
<PAGE>

      If the Trustee has or shall acquire a conflicting interest within the
meaning of the Trust Indenture Act, the Trustee shall either eliminate such
interest or resign, to the extent and in the manner provided by, and subject to
the provisions of, the Trust Indenture Act and this Indenture.

Section 609. Corporate Trustee Required; Eligibility.

      There shall at all times be one (and only one) Trustee hereunder with
respect to the Notes. Each Trustee shall be a Person that is eligible pursuant
to the Trust Indenture Act to act as such and has a combined capital and surplus
of at least $100,000,000. If any such Person publishes reports of condition at
least annually, pursuant to law or to the requirements of its supervising or
examining authority, then for the purposes of this Section and to the extent
permitted by the Trust Indenture Act, the combined capital and surplus of such
Person shall be deemed to be its combined capital and surplus as set forth in
its most recent report of condition so published. If at any time the Trustee
with respect to the Notes shall cease to be eligible in accordance with the
provisions of this Section, it shall resign immediately in the manner and with
the effect hereinafter specified in this Article.

Section 610. Resignation and Removal; Appointment of Successor.

      No resignation or removal of the Trustee and no appointment of a successor
Trustee pursuant to this Article shall become effective until the acceptance of
appointment by the successor Trustee in accordance with the applicable
requirements of Section 611.

      The Trustee may resign at any time with respect to the Notes by giving
written notice thereof to the Company. If the instrument of acceptance by a
successor Trustee required by Section 611 shall not have been delivered to the
Trustee within 30 days after the giving of such notice of resignation, the
resigning Trustee may petition any court of competent jurisdiction for the
appointment of a successor Trustee with respect to the Notes.

      The Trustee may be removed at any time with respect to the Notes by Act of
the Holders of a majority in principal amount of the Outstanding Notes,
delivered to the Trustee and to the Company.

      If at any time:

      (1) the Trustee shall fail to comply with Section 608 after written
request therefor by the Company or by any Holder who has been a bona fide Holder
of a Note for at least six months, or

      (2) the Trustee shall cease to be eligible under Section 609 and shall
fail to resign after written request therefor by the Company or by any such
Holder, or

      (3) the Trustee shall become incapable of acting or shall be adjudged a
bankrupt or insolvent or a receiver of the Trustee or of its property shall be
appointed or any public officer shall take charge or control of the Trustee or
of its property or affairs for the purpose of rehabilitation, conservation or
liquidation, then, in any such case, (A) the Company by a Board Resolution may

                                       44
<PAGE>

remove the Trustee with respect to the Notes, or (B) subject to Section 514, any
Holder who has been a bona fide Holder of a Note for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the removal of the Trustee with respect to all Notes
and the appointment of a successor Trustee or Trustees.

      If the Trustee shall resign, be removed or become incapable of acting, or
if a vacancy shall occur in the office of Trustee for any cause, with respect to
the Notes, the Company, by a Board Resolution, shall promptly appoint a
successor Trustee or Trustees with respect to the Notes (it being understood
that any such successor Trustee may be appointed with respect to all Notes and
that at any time there shall be only one Trustee with respect to all Notes) and
shall comply with the applicable requirements of Section 611. If, within one
year after such resignation, removal or incapability, or the occurrence of such
vacancy, a successor Trustee with respect to the Notes shall be appointed by Act
of the Holders of a majority in principal amount of the Outstanding Notes, the
successor Trustee so appointed shall, forthwith upon its acceptance of such
appointment in accordance with the applicable requirements of Section 611,
become the successor Trustee with respect to the Notes and to that extent
supersede the successor Trustee appointed by the Company. If no successor
Trustee with respect to the Notes shall have been so appointed by the Company or
the Holders and accepted appointment in the manner required by Section 611, any
Holder who has been a bona fide Holder of a Note for at least six months may, on
behalf of himself and all others similarly situated, petition any court of
competent jurisdiction for the appointment of a successor Trustee with respect
to the Notes.

      The Company shall give notice of each resignation and each removal of the
Trustee with respect to the Notes each appointment of a successor Trustee with
respect to the Notes to all Holders of Notes in the manner provided in Section
106. Each notice shall include the name of the successor Trustee with respect to
the Notes and the address of its Corporate Trust Office.

Section 611. Acceptance of Appointment by Successor.

      In case of the appointment hereunder of a successor Trustee with respect
to all Notes, every such successor Trustee so appointed shall execute,
acknowledge and deliver to the Company and to the retiring Trustee an instrument
accepting such appointment, and thereupon the resignation or removal of the
retiring Trustee shall become effective and such successor Trustee, without any
further act, deed or conveyance, shall become vested with all the rights,
powers, trusts and duties of the retiring Trustee; but, on the request of the
Company or the successor Trustee, such retiring Trustee shall, upon payment of
its charges, execute and deliver an instrument transferring to such successor
Trustee all the rights, powers and trusts of the retiring Trustee and shall duly
assign, transfer and deliver to such successor Trustee all property and money
held by such retiring Trustee hereunder.

      Upon request of any such successor Trustee, the Company shall execute any
and all instruments for more fully and certainly vesting in and confirming to
such successor Trustee all such rights, powers and trusts referred to in the
preceding paragraph, as the case may be.

      No successor Trustee shall accept its appointment unless at the time of
such acceptance such successor Trustee shall be qualified and eligible under
this Article.

                                       45
<PAGE>

Section 612. Merger, Conversion, Consolidation or Succession to Business.

      Any Corporation into which the Trustee may be merged or converted or with
which it may be consolidated, or any Corporation resulting from any merger,
conversion or consolidation to which the Trustee shall be a party, or any
Corporation succeeding to all or substantially all of the bond administration
portion of the corporate trust business of the Trustee, shall be the successor
of the Trustee hereunder, provided such Corporation shall be otherwise qualified
and eligible under this Article, without the execution or filing of any paper or
any further act on the part of any of the parties hereto. In case any Notes
shall have been authenticated, but not delivered, by the Trustee then in office,
any successor by merger, conversion or consolidation to such authenticating
Trustee may adopt such authentication and deliver the Notes so authenticated
with the same effect as if such successor Trustee had itself authenticated such
Notes.

Section 613. Preferential Collection of Claims Against Company.

      If and when the Trustee shall be or become a creditor of the Company (or
any other obligor upon the Notes), the Trustee shall be subject to the
provisions of the Trust Indenture Act regarding the collection of claims against
the Company (or any such other obligor).

Section 614. Appointment of Authenticating Agent.

      The Trustee may appoint an Authenticating Agent or Agents with respect to
the Notes which shall be authorized to act on behalf of the Trustee to
authenticate Notes issued upon original issue and upon exchange, registration of
transfer or partial redemption thereof or pursuant to Section 306, and Notes so
authenticated shall be entitled to the benefits of this Indenture and shall be
valid and obligatory for all purposes as if authenticated by the Trustee
hereunder. Wherever reference is made in this Indenture to the authentication
and delivery of Notes by the Trustee or the Trustee's certificate of
authentication, such reference shall be deemed to include authentication and
delivery on behalf of the Trustee by an Authenticating Agent and a certificate
of authentication executed on behalf of the Trustee by an Authenticating Agent.
Each Authenticating Agent shall be acceptable to the Company and shall at all
times be a Corporation organized and doing business under the laws of the United
States of America, any State thereof or the District of Columbia, authorized
under such laws to act as Authenticating Agent, having a combined capital and
surplus of not less than $50,000,000 and subject to supervision or examination
by Federal or State authority. If such Authenticating Agent publishes reports of
condition at least annually, pursuant to law or to the requirements of said
supervising or examining authority, then for the purposes of this Section, the
combined capital and surplus of such Authenticating Agent shall be deemed to be
its combined capital and surplus as set forth in its most recent report of
condition so published. If at any time an Authenticating Agent shall cease to be
eligible in accordance with the provisions of this Section, such Authenticating
Agent shall resign immediately in the manner and with the effect specified in
this Section.

      Any Corporation into which an Authenticating Agent may be merged or
converted or with which it may be consolidated, or any Corporation resulting
from any merger, conversion or consolidation to which such Authenticating Agent
shall be a party, or any Corporation

                                       46
<PAGE>

succeeding to the corporate agency or corporate trust business of an
Authenticating Agent, shall continue to be an Authenticating Agent, provided
such Corporation shall be otherwise eligible under this Section, without the
execution or filing of any paper or any further act on the part of the Trustee
or the Authenticating Agent.

      An Authenticating Agent may resign at any time by giving written notice
thereof to the Trustee and to the Company. The Trustee may at any time terminate
the agency of an Authenticating Agent by giving written notice thereof to such
Authenticating Agent and to the Company. Upon receiving such a notice of
resignation or upon such a termination, or in case at any time such
Authenticating Agent shall cease to be eligible in accordance with the
provisions of this Section, the Trustee may appoint a successor Authenticating
Agent which shall be acceptable to the Company and shall give notice of such
appointment in the manner provided in Section 106 to all Holders of Notes. Any
successor Authenticating Agent upon acceptance of its appointment hereunder
shall become vested with all the rights, powers and duties of its predecessor
hereunder, with like effect as if originally named as an Authenticating Agent.
No successor Authenticating Agent shall be appointed unless eligible under the
provisions of this Section.

      The Company agrees to pay to each Authenticating Agent from time to time
reasonable compensation for its services under this Section.

      If an appointment with respect to the Notes is made pursuant to this
Section, the Notes may have endorsed thereon, in addition to the Trustee's
certificate of authentication, an alternative certificate of authentication in
the following form:

      This is one of the Notes referred to in the within-mentioned Indenture.

                                 Wachovia Bank, National Association,
                                 As Trustee

                                 By
                                  As Authenticating Agent

                                 By
                                  Authorized Officer

                                   ARTICLE VII

                Holders' Lists and Reports by Trustee and Company

Section 701. Company to Furnish Trustee Names and Addresses of Holders.

                                       47
<PAGE>

      The Company will furnish or cause to be furnished to the Trustee

      (1) semi-annually, not later than January 15 and July 15 in each year, a
list, in such form as the Trustee may reasonably require, of the names and
addresses of the Holders of the Notes as of the preceding January 1 or July 1,
as the case may be, and

      (2) at such other times as the Trustee may request in writing, within 30
days after the receipt by the Company of any such request, a list of similar
form and content as of a date not more than 15 days prior to the time such list
is furnished;

excluding from any such list names and addresses received by the Trustee in its
capacity as Registrar.

Section 702. Preservation of Information; Communications to Holders.

      The Trustee shall preserve, in as current a form as is reasonably
practicable, the names and addresses of Holders contained in the most recent
list furnished to the Trustee as provided in Section 701 and the names and
addresses of Holders received by the Trustee in its capacity as Registrar. The
Trustee may destroy any list furnished to it as provided in Section 701 upon
receipt of a new list so furnished.

      The rights of Holders to communicate with other Holders with respect to
their rights under this Indenture or under the Notes, and the corresponding
rights and privileges of the Trustee, shall be as provided by the Trust
Indenture Act.

      Every Holder of Notes, by receiving and holding the same, agrees with the
Company and the Trustee that neither the Company nor the Trustee nor any agent
of either of them shall be held accountable by reason of any disclosure of
information as to names and addresses of Holders made pursuant to the Trust
Indenture Act.

Section 703. Reports by Trustee.

      The Trustee shall transmit to Holders such reports concerning the Trustee
and its actions under this Indenture as may be required pursuant to the Trust
Indenture Act at the times and in the manner provided pursuant thereto.

      Reports so required to be transmitted at stated intervals of not more than
12 months shall be transmitted no later than July 1 in each calendar year,
commencing in 2004.

      A copy of each such report shall, at the time of such transmission to
Holders, be filed by the Trustee with each stock exchange upon which any Notes
are listed, with the Commission and with the Company. The Company will notify
the Trustee when any Notes are listed on any stock exchange.

Section 704. Reports by Company.

                                       48
<PAGE>

      The Company shall file with the Trustee and the Commission, and transmit
to Holders, such information, documents and other reports, and such summaries
thereof, as may be required pursuant to the Trust Indenture Act at the times and
in the manner provided pursuant to the Trust Indenture Act; provided that any
such information, documents or reports required to be filed with the Commission
pursuant to Section 13 or 15(d) of the Exchange Act shall be filed with the
Trustee within 15 days after the same is so required to be filed with the
Commission.

                                  ARTICLE VIII

                                   Successors

Section 801. Merger, Consolidation, or Sale of Assets.

      Neither the Company nor any Guarantor may, directly or indirectly: (i)
consolidate with or merge into any other Person; or (ii) convey, transfer or
lease its properties and assets substantially as an entirety to any Person, and
the Company and the Guarantors shall not permit any Person to consolidate with
or merge into the Company or any Guarantor or convey, transfer or lease its
properties and assets substantially as an entirety to the Company or any of the
Guarantors, unless:

      (1) in case the Company or any Guarantor (subject to Section 1205 hereof)
shall consolidate with or merge into another Person or convey, transfer or lease
its properties and assets substantially as an entirety to any Person, the Person
formed by such consolidation or into which the Company or any Guarantor is
merged or the Person which acquires by conveyance or transfer, or which leases,
the properties and assets of the Company or any Guarantor substantially as an
entirety shall be a Corporation shall be organized and validly existing under
the laws of the United States of America, any state thereof or the District of
Columbia and shall expressly assume, by an indenture supplemental hereto,
executed and delivered to the Trustee, in form satisfactory to the Trustee, the
due and punctual payment of the principal of and any premium and interest on,
and Additional Interest, if any, with respect to, all the Notes and the
performance or observance of every covenant of this Indenture on the part of the
Company or any Guarantor to be performed or observed by such consolidation or
into which the Company or any Guarantor shall have been merged or by the Person
which shall have acquired the Company's or any Guarantor's assets;

      (2) immediately after giving effect to such transaction and treating any
indebtedness which becomes an obligation of the Company or any Guarantor as a
result of such transaction as having been incurred by the Company or such
Guarantor at the time of such transaction, no Event of Default, and no event
which, after notice or lapse of time or both, would become an Event of Default,
shall have happened and be continuing;

      (3) if, as a result of any such consolidation or merger or such
conveyance, transfer or lease, properties or assets of the Company or any
Guarantor that is a Restricted Subsidiary would become subject to a Lien which
would not be permitted by this Indenture, the Company or such successor Person,
as the case may be, shall take such steps as shall be necessary effectively to
secure the Notes equally and ratably with (or prior to) all indebtedness secured
thereby; and

                                       49
<PAGE>

      (4) the Company has delivered to the Trustee an Officers' Certificate and
an Opinion of Counsel, each stating that such consolidation, merger, conveyance,
transfer or lease and, if a supplemental indenture is required in connection
with such transaction, such supplemental indenture comply with this Article and
that all conditions precedent herein provided for relating to such transaction
have been complied with.

Section 802. Successor Substituted.

      Upon any consolidation of the Company or any Guarantor with, or merger of
the Company or any Guarantor into, any other Person or any conveyance, transfer
or lease of the properties and assets of the Company or any Guarantor
substantially as an entirety in accordance with Section 801, the successor
Person formed by such consolidation or into which the Company or such Guarantor
is merged or to which such conveyance, transfer or lease is made shall succeed
to, and be substituted for, and may exercise every right and power of, the
Company or any Guarantor under this Indenture with the same effect as if such
successor Person had been named as the Company or a Guarantor herein, and
thereafter, except in the case of a lease, the predecessor Person shall be
relieved of all obligations and covenants under this Indenture and the Notes.

                                   ARTICLE IX

                             Supplemental Indentures

Section 901. Supplemental Indentures Without Consent of Holders.

      Without the consent of any Holders, the Company, when authorized by a
Board Resolution, and the Trustee, at any time and from time to time, may enter
into one or more indentures supplemental hereto, in form satisfactory to the
Trustee, for any of the following purposes:

      (1) to evidence the succession of another Person to the Company and the
assumption by any such successor of the covenants of the Company herein and in
the Notes; or

      (2) to add to the covenants of the Company for the benefit of the Holders
of the Notes or to surrender any right or power herein conferred upon the
Company; or

      (3) to add any additional Events of Default for the benefit of the Holders
of the Notes; or

      (4) to add to or change any of the provisions of this Indenture to such
extent as shall be necessary to permit or facilitate the issuance of the Notes
in bearer form, registrable or not registrable as to principal, and with or
without interest coupons, or to permit or facilitate the issuance of the Notes
in uncertificated form; or

      (5) to secure the Notes or one or more Note Guarantees; or

      (6) to comply with the requirements of the Commission in order to effect
or maintain the qualification of this Indenture under the Trust Indenture Act;
or

                                       50
<PAGE>

      (7) to evidence and provide for the acceptance of appointment hereunder by
a successor Trustee with respect to the Notes pursuant to the requirements of
Section 611; or

      (8) to cure any ambiguity, to correct or supplement any provision herein
which may be defective or inconsistent with any other provision herein, or to
make any other provisions with respect to matters or questions arising under
this Indenture, provided that such action pursuant to this Clause (8) shall not
adversely affect the interests of the Holders of the Notes in any material
respect; or

      (9) to allow any Subsidiary to Guarantee the Notes.

Section 902. Supplemental Indentures With Consent of Holders.

      With the consent of the Holders of more than 50% in principal amount of
the Outstanding Notes affected by such supplemental indenture, by Act of said
Holders delivered to the Company and the Trustee, the Company, when authorized
by a Board Resolution, and the Trustee may enter into an indenture or indentures
supplemental hereto for the purpose of adding any provisions to or changing in
any manner or eliminating any of the provisions of this Indenture or of
modifying in any manner the rights of the Holders of the Notes under this
Indenture; provided, however, that no such supplemental indenture shall, without
the consent of the Holder of each Outstanding Note affected thereby,

      (1) change the Stated Maturity of the principal of, or any installment of
principal of or interest on, any Note, or the date any Additional Interest shall
be due and payable with respect to any Note, or reduce the principal amount
thereof or the rate of interest thereon or any premium payable upon the
redemption thereof or the rate at which any Additional Interest are payable with
respect thereto, or reduce the amount of the principal of, or change any Place
of Payment where, or the coin or currency in which, any Note or any premium or
interest thereon or any Additional Interest with respect thereto, is payable, or
impair the right to institute suit for the enforcement of any such payment on or
after the Stated Maturity thereof (or, in the case of redemption, on or after
the Redemption Date or, in the case of any Additional Interest, the date the
same are due and payable), or

      (2) reduce the percentage in principal amount of the Outstanding Notes,
the consent of whose Holders is required for any such supplemental indenture, or
the consent of whose Holders is required for any waiver (of compliance with
certain provisions of this Indenture or certain defaults hereunder and their
consequences) provided for in this Indenture, or

      (3) modify any of the provisions of this Section, Section 513 or Section
1011, except to increase any such percentage or to provide that certain other
provisions of this Indenture cannot be modified or waived without the consent of
the Holder of each Outstanding Note affected thereby; provided, however, that
this clause shall not be deemed to require the consent of any Holder with
respect to changes in the references to "the Trustee" and concomitant changes in
this Section and Section 1011, or the deletion of this proviso, in accordance
with the requirements of Section 611, or

                                       51
<PAGE>

      (4) release any Guarantor from any of its obligations under any Note
Guarantee or this Indenture, except pursuant to the express terms of this
Indenture.

      It shall not be necessary for any Act of Holders under this Section to
approve the particular form of any proposed supplemental indenture, but it shall
be sufficient if such Act shall approve the substance thereof.

Section 903. Execution of Supplemental Indentures.

      In executing, or accepting the additional trusts created by, any
supplemental indenture permitted by this Article or the modifications thereby of
the trusts created by this Indenture, the Trustee shall be entitled to receive,
and (subject to Section 601) shall be fully protected in relying upon, an
Opinion of Counsel stating that the execution of such supplemental indenture is
authorized or permitted by this Indenture. The Trustee may, but shall not be
obligated to, enter into any such supplemental indenture which affects the
Trustee's own rights, duties or immunities under this Indenture or otherwise.

Section 904. Effect of Supplemental Indentures.

      Upon the execution of any supplemental indenture under this Article, this
Indenture shall be modified in accordance therewith, and such supplemental
indenture shall form a part of this Indenture for all purposes; and every Holder
of Notes theretofore or thereafter authenticated and delivered hereunder shall
be bound thereby.

Section 905. Conformity with Trust Indenture Act.

      Every supplemental indenture executed pursuant to this Article shall
conform to the requirements of the Trust Indenture Act.

Section 906. Reference in Notes to Supplemental Indentures.

      Notes authenticated and delivered after the execution of any supplemental
indenture pursuant to this Article may, and shall if required by the Trustee,
bear a notation in form approved by the Trustee as to any matter provided for in
such supplemental indenture. If the Company shall so determine, new Notes so
modified as to conform, in the opinion of the Trustee and the Company, to any
such supplemental indenture may be prepared and executed by the Company and
authenticated and delivered by the Trustee in exchange for Outstanding Notes.

                                    ARTICLE X

                                    Covenants

Section 1001. Payment of Notes.

      The Company covenants and agrees for the benefit of the Holders of the
Notes that it will

                                       52
<PAGE>

duly and punctually pay the principal of and any premium and interest (including
post-petition interest in any proceeding under any Bankruptcy Law) on the Notes
in accordance with the terms of the Notes and this Indenture. The Company shall
pay all Additional Interest, if any, in the same manner on the dates and in the
amounts set forth in the Registration Rights Agreement.

Section 1002. Maintenance of Office or Agency.

      The Company will maintain in the Borough of Manhattan, the City of New
York, and in each Place of Payment an office or agency (which may be an office
of the Trustee or an agent of the Trustee, Registrar or co-registrar) where the
Notes may be presented or surrendered for payment, where the Notes may be
surrendered for registration of transfer or exchange and where the Notes and
where notices and demands to or upon the Company in respect of the Notes and
this Indenture may be served. The Company will give prompt written notice to the
Trustee of the location, and any change in the location, of such office or
agency. If at any time the Company shall fail to maintain any such required
office or agency or shall fail to furnish the Trustee with the address thereof,
such presentations, surrenders, notices and demands may be made or served at the
Corporate Trust Office of the Trustee, and the Company hereby appoints the
Trustee as its agent to receive all such presentations, surrenders, notices and
demands.

      The Company may also from time to time designate one or more other offices
or agencies where the Notes may be presented or surrendered for any or all such
purposes and may from time to time rescind such designations; provided, however,
that no such designation or rescission shall in any manner relieve the Company
of its obligation to maintain an office or agency in the Borough of Manhattan,
the City of New York for such purposes. The Company will give prompt written
notice to the Trustee of any such designation or rescission and of any change in
the location of any such other office or agency.

Section 1003. Money for Note Payments to Be Held in Trust.

      If the Company shall at any time act as its own Paying Agent with respect
to the Notes, it will, on or before each due date of the principal of or any
premium or interest on, or Additional Interest, if any, with respect to, any of
the Notes, segregate and hold in trust for the benefit of the Persons entitled
thereto a sum sufficient to pay the principal and any premium and interest and
Additional Interest so becoming due until such sums shall be paid to such
Persons or otherwise disposed of as herein provided and will promptly notify the
Trustee of its action or failure so to act.

      Whenever the Company shall have one or more Paying Agents for any Notes,
it will, prior to each due date of the principal of or any premium or interest
on, or Additional Interest, if any, with respect to, any Notes, deposit with a
Paying Agent a sum sufficient to pay such amount, such sum to be held as
provided by the Trust Indenture Act, and (unless such Paying Agent is the
Trustee) the Company will promptly notify the Trustee of its action or failure
so to act.

      The Company will cause each Paying Agent for any Notes other than the
Trustee to execute and deliver to the Trustee an instrument in which such Paying
Agent shall agree with the Trustee, subject to the provisions of this Section,
that such Paying Agent will (1) comply with

                                       53
<PAGE>

the provisions of the Trust Indenture Act applicable to it as a Paying Agent and
(2) during the continuance of any default by the Company (or any other obligor
upon the Notes) in the making of any payment in respect of the Notes, upon the
written request of the Trustee, forthwith pay to the Trustee all sums held in
trust by such Paying Agent for payment in respect of the Notes.

      The Company may at any time, for the purpose of obtaining the satisfaction
and discharge of this Indenture or for any other purpose, pay, or by Company
Order direct any Paying Agent to pay, to the Trustee all sums held in trust by
the Company or such Paying Agent, such sums to be held by the Trustee upon the
same trusts as those upon which such sums were held by the Company or such
Paying Agent; and, upon such payment by any Paying Agent to the Trustee, such
Paying Agent shall be released from all further liability with respect to such
money.

      Any money deposited with the Trustee or any Paying Agent, or then held by
the Company, in trust for the payment of the principal of or any premium or
interest on, or Additional Interest, if any, with respect to, any Note and
remaining unclaimed for two years after such principal, premium or interest or
Additional Interest has become due and payable shall be paid to the Company on
Company Request, or (if then held by the Company) shall be discharged from such
trust; and the Holder of such Note shall thereafter, as an unsecured general
creditor, look only to the Company for payment thereof, and all liability of the
Trustee or such Paying Agent with respect to such trust money, and all liability
of the Company as trustee thereof, shall thereupon cease; provided, however,
that the Trustee or such Paying Agent, before being required to make any such
repayment, may at the expense of the Company cause to be published once, in a
newspaper published in the English language, customarily published on each
Business Day and of general circulation in each Place of Payment, notice that
such money remains unclaimed and that, after a date specified therein, which
shall not be less than 30 days from the date of such publication, any unclaimed
balance of such money then remaining will be repaid to the Company.

Section 1004. Statement by Officers as to Default.

      The Company will deliver to the Trustee, within 120 days after the end of
each fiscal year of the Company ending after the date hereof, an Officers'
Certificate, stating whether or not to the best knowledge of the signers thereof
the Company is in default in the performance and observance of any of the terms,
provisions and conditions of this Indenture (without regard to any period of
grace or requirement of notice provided hereunder) and, if the Company shall be
in default, specifying all such defaults and the nature and status thereof of
which they may have knowledge.

Section 1005. Existence.

      Subject to Article VIII, the Company will do or cause to be done all
things necessary to preserve and keep in full force and effect its existence,
rights (charter and statutory) and franchises; provided, however, that the
Company shall not be required to preserve any such right or franchise if the
Board of Directors shall determine that the preservation thereof is no longer
desirable in the conduct of the business of the Company and that the loss
thereof is not disadvantageous in any material respect to the Holders.

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<PAGE>

Section 1006. Maintenance of Properties.

      The Company will cause all properties used or useful in the conduct of its
business or the business of any Subsidiary to be maintained and kept in good
condition, repair and working order and supplied with all necessary equipment
and will cause to be made all necessary repairs, renewals, replacements,
betterments and improvements thereof, all as in the judgment of the Company may
be necessary so that the business carried on in connection therewith may be
properly and advantageously conducted at all times; provided, however, that
nothing in this Section shall prevent the Company from discontinuing the
operation or maintenance of any of such properties if such discontinuance is, in
the judgment of the Company, desirable in the conduct of its business or the
business of any Subsidiary and not disadvantageous in any material respect to
the Holders.

Section 1007. Payment of Taxes and Other Claims.

      The Company will pay or discharge or cause to be paid or discharged,
before the same shall become delinquent, (1) all taxes, assessments and
governmental charges levied or imposed upon the Company or any Subsidiary or
upon the income, profits or property of the Company or any Subsidiary, and (2)
all lawful claims for labor, materials and supplies which, if unpaid, could
reasonably be expected by law to become a lien upon the property of the Company
or any Subsidiary, unless the obligation secured by such lien is otherwise
permitted under Section 1008 hereof; provided, however, that the Company shall
not be required to pay or discharge or cause to be paid or discharged any such
tax, assessment, charge or claim whose amount, applicability or validity is
being contested in good faith by appropriate proceedings.

Section 1008. Limitation on Liens.

      (1) Except as otherwise provided in Section 1008(2), the Company shall
not, and shall not permit any Restricted Subsidiary to, issue, assume or
guarantee any Debt secured by a Lien upon any Principal Property of the Company
or of any Restricted Subsidiary or upon any shares of stock or Debt of any
Restricted Subsidiary (whether such Principal Property, shares of stock or Debt
are now owned or hereafter acquired) without in any such case effectively
providing concurrently with the issuance, assumption or guaranty of any such
Debt that the Notes (together with, if the Company shall so determine, any other
indebtedness of or guaranty by the Company or such Restricted Subsidiary then
existing or thereafter created which is not subordinate to the Notes) shall be
secured equally and ratably with (or, at the option of the Company, prior to)
such Debt, so long as such Debt shall be so secured; provided, however, that
nothing in this Section 1008 shall prevent, restrict or apply to (and there
shall be excluded from secured Debt in any computation under this Section 1008)
Debt secured by:

                  (A) Liens on property, shares of stock or indebtedness of any
            Corporation existing at the time such Corporation becomes a
            Restricted Subsidiary or arising thereafter (i) otherwise than in
            connection with the borrowing of money arranged thereafter and (ii)
            pursuant to contractual commitments entered into prior to and not in
            contemplation of such Corporation's becoming a Restricted
            Subsidiary;

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<PAGE>

                  (B) Liens on any property (including shares of stock or Debt)
            existing at the time of acquisition thereof (including acquisition
            through merger or consolidation) or securing the payment of all or
            any part of the purchase price or construction cost thereof or
            securing any Debt incurred prior to, at the time of or within 180
            days after, the acquisition of such property, shares of stock or
            Debt or the completion of any such construction, whichever is later,
            for the purpose of financing all or any part of the purchase price
            or construction costs thereof (provided such Liens are limited to
            such property, improvements thereon and the land upon which such
            property and improvements are located and any other property not
            then constituting a Principal Property);

                  (C) Liens on any property to secure all or any part of the
            cost of development, operations, construction, alteration, repair or
            improvement of all of any part of such property, or to secure Debt
            incurred prior to, at the time of or within 180 days after, the
            completion of such development, operation, construction, alteration,
            repair or improvement, whichever is later, for the purpose of
            financing all of any part of such cost (provided such Liens are
            limited to such property, improvements thereon and the land upon
            which such property and improvements are located and any other
            property not then constituting a Principal Property);

                  (D) Liens which secure Debt owing by a Restricted Subsidiary
            to the Company or to another Restricted Subsidiary or by the Company
            to a Restricted Subsidiary;

                  (E) Liens securing indebtedness of a Corporation which becomes
            a successor of the Company or any Subsidiary in accordance with the
            provisions of Article VIII;

                  (F) Liens on property of the Company or a Restricted
            Subsidiary in favor of the United States of America or any state
            thereof, or any department agency or instrumentality or political
            subdivision of the United States of America or any State thereof, or
            in favor of any other country or any political subdivision thereof,
            to secure partial, progress, advance or other payments pursuant to
            any contract or statute or to secure any indebtedness incurred for
            the purpose of financing all or any part of the purchase price or
            the cost of construction of the property subject to such Liens, or
            in favor of any trustee or mortgagee for the benefit of holders of
            indebtedness of any such entity incurred for any such purpose;

                  (G) Liens existing at the date of this Indenture; and

                  (H) any extension, renewal or replacement (or successive
            extension, renewals or replacements), in whole or in part, of any
            Lien referred to in the foregoing Clauses (A) to (G), inclusive, or
            of any Debt secured thereby; provided that such extension, renewal
            or replacement Lien shall be limited to all or any part of the same
            property that secured the Lien extended, renewed or replaced (plus
            any improvements on such property) and shall secure no larger amount
            of Debt than that existing at the time of such extension, renewal or
            replacement.

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<PAGE>

      (2) Notwithstanding the foregoing provisions of this Section 1008, the
Company and any one or more Restricted Subsidiaries may issue, assume or
guarantee Debt secured by a Lien which would otherwise be subject to the
foregoing restrictions if at the time it does so (the "Incurrence Time") the
aggregate amount of such Debt plus all other Debt of the Company and its
Restricted Subsidiaries secured by a Lien which would otherwise be subject to
the foregoing restrictions (not including Debt permitted to be secured under
Clauses (A) through (H) of Section 1008(1)), plus the aggregate Attributable
Debt (determined as of the Incurrence Time) of Sale and Leaseback Transactions
(other than Sale and Leaseback Transactions permitted by Section 1009(1))
entered into after the date of this Indenture and in existence at the Incurrence
Time (less the aggregate amount of proceeds of such Sale and Leaseback
Transactions which shall have been applied in accordance with Section 1009(3)),
does not exceed 15% of Consolidated Net Tangible Assets.

Section 1009. Limitations on Sale and Leaseback Transactions.

      The Company shall not itself, and shall not permit any Restricted
Subsidiary to, enter into any arrangements after the date of this Indenture with
any bank, insurance company or other lender or investor (other than the Company
or another Restricted Subsidiary) providing for the leasing as lessee by the
Company or by any such Restricted Subsidiary of any Principal Property (except a
lease for a temporary period not to exceed three years (inclusive of renewals)
by the end of which it is intended the use of such Principal Property by the
lessee will be discontinued), which was or is owned by the Company or a
Restricted Subsidiary and which has been or is to be sold or transferred by the
Company or a Restricted Subsidiary more than 180 days after the completion of
construction and commencement of full operation thereof by the Company or such
Restricted Subsidiary, to such lender or investor or to any Person to whom funds
have been or are to be advanced by such lender or investor on the security of
such Principal Property (herein called a "Sale and Leaseback Transaction")
unless:

      (1) the Company or such Restricted Subsidiary would (at the time of
entering into such arrangement) be entitled pursuant to Clauses (A) through (G)
of Section 1008(1), without equally and ratably securing the Notes, to issue,
assume or guarantee indebtedness secured by a Lien on such Principal Property;
or

      (2) the Attributable Debt of the Company and its Restricted Subsidiaries
in respect of such Sale and Leaseback Transaction and all other Sale and
Leaseback Transactions entered into after the date of this Indenture (other than
such Sale and Leaseback Transactions as are permitted by Section 1009(1) or
(3)), plus the aggregate principal amount of Debt secured by Liens on Principal
Properties then outstanding (excluding any such Debt secured by Liens covered in
clauses (A) through (H) of Section 1008(1)) which do not equally and ratably
secure the Notes, would not exceed 15% of Consolidated Net Tangible Assets; or

(3) the Company, within 180 days after the sale or transfer: (A) applies or
causes a Restricted Subsidiary to apply an amount equal to the greater of the
net proceeds of such sale or transfer or the fair market value of the Principal
Property so sold and leased back at the time of entering into such Sale and
Leaseback Transaction (in either case as determined by the Board of Directors)
to

                                       57
<PAGE>

the retirement of the Notes or other indebtedness of the Company (other than
indebtedness subordinated to the Notes) or indebtedness of a Restricted
Subsidiary, for money borrowed, having a stated maturity more than 12 months
from the date of such application or which is extendible at the option of the
obligor thereon to a date more than 12 months from the date of such application,
provided that the amount to be so applied shall be reduced by (i) the principal
amount of Notes delivered within 180 days after such sale or transfer to the
Trustee for retirement and cancellation, and (ii) the principal amount of any
such indebtedness of the Company or a Restricted Subsidiary other than Notes
voluntarily retired by the Company or a Restricted Subsidiary within 180 days
after such sale or transfer; or (B) invest an equal amount, or the amount not so
applied pursuant to Clause (A) of this Section 1009(2), in Additional Assets
(including investments in Additional Assets by a Restricted Subsidiary).
Notwithstanding the foregoing, no retirement referred to in this Section 1009(2)
may be affected by payment at Maturity.

Notwithstanding the foregoing, where the Company or any Restricted Subsidiary is
the lessee in any Sale and Leaseback Transaction, Attributable Debt shall not
include any Debt resulting from the guarantee by the Company or any other
Restricted Subsidiary of the lessee's obligation thereunder.

Section 1010. Additional Note Guarantees.

      If the Company or any of its Subsidiaries acquires or creates another
Subsidiary after the date of the Indenture and that Subsidiary becomes a
guarantor or obligor under the Credit Facility, then the newly acquired or
created Subsidiary shall simultaneously become a Guarantor and execute a
supplemental indenture and deliver an Opinion of Counsel to the Trustee.

Section 1011. Waiver of Certain Covenants.

      The Company may not in any particular instance comply with any term,
provision or condition set forth in any covenant provided pursuant to Section
901(2) for the benefit of the Holders of the Notes if before the time for such
compliance the Holders of at least 50% in principal amount of the Outstanding
Notes of such series shall, by Act of such Holders, either waive such compliance
in such instance or generally waive compliance with such term, provision or
condition, but no such waiver shall extend to or affect such term, provision or
condition except to the extent so expressly waived, and, until such waiver shall
become effective, the obligations of the Company and the duties of the Trustee
in respect of any such term, provision or condition shall remain in full force
and effect.

                                   ARTICLE XI

                               Redemption of Notes

Section 1101. Applicability of Article; Redemption Price.

      The Notes shall be redeemable before their Stated Maturity at the option
of the Company at any time form time to time in accordance with their terms and
in accordance with this Article.

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<PAGE>

The Redemption Price ("Redemption Price") for the Notes to be redeemed shall be
equal to the greater of (1) 100% of the principal amount of the Notes to be
redeemed or (2) the sum of the present values of the Remaining Scheduled Payment
on the Notes to be redeemed, discounted, on a semiannual basis (assuming a
360-day year consisting of twelve 30-day months), at a rate equal to the sum of
the applicable Treasury Rate plus 20 basis points, as computed by an Independent
Investment Banker.

Section 1102. Election to Redeem; Notice to Trustee.

      The election of the Company to redeem any Notes shall be evidenced by a
Board Resolution. In case of any redemption at the election of the Company of
less than all the Notes, the Company shall, at least 60 days prior to the
Redemption Date fixed by the Company (unless a shorter notice shall be
satisfactory to the Trustee), notify the Trustee of such Redemption Date, of the
principal amount of the Notes to be redeemed and, if applicable, of the tenor of
the Notes to be redeemed.

Section 1103. Selection by Trustee of Notes to Be Redeemed.

      If less than all the Notes are to be redeemed, the particular Notes to be
redeemed shall be selected not more than 60 days prior to the Redemption Date by
the Trustee from the Outstanding Notes not previously called for redemption, by
such method as the Trustee shall deem fair and appropriate and which may provide
for the selection for redemption of a portion of the principal amount of any
Note, provided that the unredeemed portion of the principal amount of any Note
shall be in an authorized denomination (which shall not be less than the minimum
authorized denomination) for such Note.

      The Trustee shall promptly notify the Company in writing of the Notes
selected for redemption as aforesaid and, in case of any Notes selected for
partial redemption as aforesaid, the principal amount thereof to be redeemed.

      For all purposes of this Indenture, unless the context otherwise requires,
all provisions relating to the redemption of Notes shall relate, in the case of
any Notes redeemed or to be redeemed only in part, to the portion of the
principal amount of such Notes which has been or is to be redeemed.

Section 1104. Notice of Redemption.

      Notice of redemption shall be given by first-class mail, postage prepaid,
mailed not less than 30 nor more than 60 days prior to the Redemption Date, to
each Holder of Notes to be redeemed, at its address appearing in the Note
Register.

      All notices of redemption shall state:

      (1) the Redemption Date,

      (2) the method of computation of Redemption Price,

                                       59
<PAGE>

      (3) if any Note is being redeemed in part, the portion of the principal
amount of such Note to be redeemed, and that, after the redemption date upon
surrender of such Note, a new Note or Notes in principal amount equal to the
unredeemed portion shall be issued upon cancellation of the original Note.

      (4) that on the Redemption Date the Redemption Price will become due and
payable upon each such Note to be redeemed and, that interest thereon will cease
to accrue on and after said date,

      (5) the name and address of the Paying Agent and the place or places where
each of the Notes is to be surrendered for payment of the Redemption Price,

      (6) the paragraph of the Notes and/or Section of this Indenture pursuant
to which the Notes called for redemption are being redeemed; and

      (7) that no representation is made as to the correctness or accuracy of
the CUSIP number, if any, listed in such notice or printed on the Notes.

      Notice of redemption of the Notes to be redeemed at the election of the
Company shall be given by the Company or, at the Company's request, by the
Trustee in the name and at the expense of the Company and shall be irrevocable.
Any Company request to the Trustee to give such notice shall be in the form of
an Officer Certificate setting forth the information to be stated in such notice
as provided in the preceding Clauses (1)-(7) of this Section 1104.

Section 1105. Deposit of Redemption Price.

      Prior to any Redemption Date, the Company shall deposit with the Trustee
or with a Paying Agent (or, if the Company is acting as its own Paying Agent,
segregate and hold in trust as provided in Section 1003) an amount of money
sufficient to pay the Redemption Price of, and (except if the Redemption Date
shall be an Interest Payment Date) accrued and unpaid interest on, and any
unpaid Additional Interest with respect to all the Notes which are to be
redeemed on that date.

Section 1106. Notes Payable on Redemption Date.

      Notice of redemption having been given as aforesaid, the Notes so to be
redeemed shall, on the Redemption Date, become due and payable at the Redemption
Price therein specified, and from and after the Redemption Date (unless the
Company shall default in the payment of the Redemption Price and accrued
interest) such Notes shall cease to bear interest. Upon surrender of any such
Note for redemption in accordance with said notice, such Note shall be paid by
the Company at the Redemption Price, together with accrued interest to the
Redemption Date; provided, however, that, installments of interest whose Stated
Maturity is on or prior to the Redemption Date will be payable to the Holders of
such Notes, or one or more Predecessor Notes, registered as such at the close of
business on the relevant Record Dates according to their terms and the
provisions of Section 307.

                                       60
<PAGE>

      If any Note called for redemption shall not be so paid upon surrender
thereof for redemption, the principal and any premium shall, until paid, bear
interest from the Redemption Date at the rate prescribed therefor in the Note.

Section 1107. Notes Redeemed in Part.

      Any Note which is to be redeemed only in part shall be surrendered at a
Place of Payment therefor (with, if the Company or the Trustee so requires, due
endorsement by, or a written instrument of transfer in form satisfactory to the
Company and the Trustee duly executed by, the Holder thereof or its attorney
duly authorized in writing), and the Company shall execute, and the Trustee
shall authenticate and deliver to the Holder of such Note without service
charge, a new Note or Notes and of like tenor, of any authorized denomination as
requested by such Holder, in aggregate principal amount equal to and in exchange
for the unredeemed portion of the principal of the Note so surrendered.

                                   ARTICLE XII

                                 Note Guarantees

Section 1201. Note Guarantees.

      Subject to the provisions of Section 1204 hereof, each Guarantor hereby
jointly and severally, fully, unconditionally and irrevocably guarantees the
Notes and obligations of the Company hereunder and thereunder, and the
obligations of each other Guarantor hereunder and thereunder, and guarantees to
each Holder of a Note authenticated and delivered by the Trustee to the Trustee
on behalf of such Holder, that: (a) the principal of (and premium and Additional
Interest, if any) and the interest on the Notes will be paid in full when due,
whether at Stated Maturity, by acceleration, call for redemption or otherwise
(including, without limitation, the amount that would become due but for the
operation of the automatic stay for the operation of the automatic stay under
Section 362(a) of the Federal Bankruptcy Code), together with interest on the
overdue principal, if any, and interest on any overdue interest, to the extent
lawful, and all other obligations of the Company to the Holders or the Trustee
hereunder or thereunder will be paid in full or performed, all in accordance
with the terms hereof and thereof, and (b) in case of any extension of time of
payment or renewal of any Notes or of any such other obligations, the same will
be paid in full when due or performed in accordance with the terms of the
extension or renewal, whether at Stated Maturity, by acceleration or otherwise.
Each of the Note Guarantees shall be a guarantee of payment and not of
collection.

      Each Guarantor hereby agrees that its obligations hereunder shall be
unconditional, irrespective of the validity, regularity or enforceability of the
Notes or this Indenture, the absence of any action to enforce the same, any
waiver or consent by any Holder of the Notes with respect to any provisions
hereof or thereof, the recovery of any judgment against the Company, any action
to enforce the same or any other circumstance which might otherwise constitute a
legal or equitable discharge or defense of a Guarantor.

                                       61
<PAGE>

      Each Guarantor hereby waives the benefits of diligence, presentment,
demand for payment, filing of claims with a court in the event of insolvency or
bankruptcy of the Company, any right to require a proceeding first against the
Company or any other Person, protest, notice and all demands whatsoever and
covenants that the Note Guarantee of such Guarantor will not be discharged as to
any Note except by complete performance of the obligations contained in such
Note and such Note Guarantee or as provided for in this Indenture. Each of the
Guarantors hereby agrees that, in the event of a default in payment of principal
(or premium or Additional Interest, if any) or interest on such Note, whether at
its Stated Maturity, by acceleration, call for redemption, purchase or
otherwise, legal proceedings may be instituted by the Trustee on behalf of, or
by, the Holder of such Note, subject to the terms and conditions set forth in
this Indenture, directly against each of the Guarantors to enforce such
Guarantor's Note Guarantee without first proceeding against the Company or any
other Guarantor. Each Guarantor agrees that if, after the occurrence and during
the continuance of an Event of Default, the Trustee or any of the Holders are
prevented by applicable law from exercising their respective rights to
accelerate the maturity of the Notes, to collect interest on the Notes, or to
enforce or exercise any other right or remedy with respect to the Notes, such
Guarantor will pay to the Trustee for the account of the Holders, upon demand
therefor, the amount that would otherwise have been due and payable had such
rights and remedies been permitted to be exercised by the Trustee or any of the
Holders.

      If any Holder or the Trustee is required by any court or otherwise to
return to the Company or any Guarantor, or any custodian, trustee, liquidator or
other similar official acting in relation to either the Company or any
Guarantor, any amount paid by any of them to the Trustee or such Holder, the
Note Guarantee of each of the Guarantors, to the extent theretofore at, as
discharged, shall be reinstated in full force and effect. Each Guarantor further
agrees that, as between each Guarantor, on the one hand, and the Holders and the
Trustee, on the other hand, (1) the maturity of the obligations guaranteed
hereby may be accelerated as provided in Article V hereof for the purposes of
the Note Guarantee of such Guarantor, notwithstanding any stay, injunction or
other prohibition preventing such acceleration in respect of the obligations
guaranteed hereby, and (2) in the event of any acceleration of such obligations
as provided in Article V hereof, such obligations (whether or not due and
payable) shall forthwith become due and payable by each Guarantor for the
purpose of the Note Guarantee of such Guarantor.

Section 1202. Execution and Delivery of Note Guarantee.

      The delivery of any Note by the Trustee, after the authentication thereof
hereunder, shall constitute due delivery of the Note Guarantee set forth in this
Indenture on behalf of each of the Guarantors.

Section 1203. Severability.

      In case any provision of any Note Guarantee shall be invalid, illegal or
unenforceable, the validity, legality, and enforceability of the remaining
provisions shall not in any way be affected or impaired thereby.

Section 1204. Limitation of Guarantor's Liability.

                                       62
<PAGE>

      Each Guarantor and by its acceptance hereof each Holder confirms that it
is the intention of all such parties that the Note Guarantee of such Guarantor
not constitute a fraudulent transfer or conveyance for purposes of the Federal
Bankruptcy Code, the Uniform Fraudulent Conveyance Act, the Uniform Fraudulent
Transfer Act or any similar federal or state law or the provisions of its local
law relating to fraudulent transfer or conveyance. To effectuate the foregoing
intention, the Trustee, the Holders and the Guarantors hereby irrevocably agree
that the obligations of such Guarantor under its Note Guarantee shall be limited
to the maximum amount that will not, after giving effect to all other contingent
and fixed liabilities of such Guarantor and after giving effect to any
collections from, rights to receive contribution from or payments made by or on
behalf of any other Guarantor in respect of the obligations of such other
Guarantor under its Note Guarantee, result in the obligations of such Guarantor
under its Note Guarantee constituting a fraudulent transfer or conveyance.

Section 1205. Releases.

      Any Guarantor will be released and relieved of any obligations under its
Note Guarantee, (i) in connection with any sale or other disposition of all or
substantially all of the assets of that Guarantor (including by way of merger or
consolidation) to a Person that is not (either before or after giving effect to
such transaction) a Restricted Subsidiary of the Company, if the sale or other
disposition of all or substantially all of the assets of that Guarantor complies
with the provisions of this Indenture, or (ii) in connection with any sale of
all of the Capital Stock of a Guarantor to a Person that is not (either before
or after giving effect to such transaction) a Restricted Subsidiary of the
Company, or (iii) upon dissolution or liquidation in accordance with the
provisions of this Indenture, or (iv) at such time as the Lenders under the
Credit Facility have unconditionally released such Guarantor from its
obligations (whether as primary obligor or guarantor) under Section 9.19 of the
existing Credit Facility (and, in the case of a release under this clause (iv),
such released Guarantor shall be deemed not to be a Guarantor for purposes of
Section 801 if such release under the Credit Facility occurs prior to or
concurrently with the sale of all or substantially all of such Guarantor's
assets); provided, that in connection with such release, the Company shall
provide the documents required by the next sentence to the Trustee within 15
days of such release, or (v) upon written request by the company to the Trustee,
at such time as the Lenders under the Credit Facility have unconditionally
released such Guarantor from its obligations (whether as primary obligor or
guarantor) under the Credit Facility, other than pursuant to Section 9.19 of the
existing credit facility. Upon delivery by the Company to the Trustee of an
Officers' Certificate and an Opinion of Counsel to the effect that such sale or
other disposition or other requirements set forth above was made by the Company
or have occurred in accordance with the provisions of this Indenture, the
Trustee shall execute any documents reasonably required in order to evidence the
release of any Guarantor from its obligations under its Note Guarantee (and, in
the case of clause (iv), such release shall take effect at the time of such
Guarantor's release under the Credit Facility).

      Any Guarantor not released from its obligations under its Note Guarantee
shall, subject to the provisions of Section 1204 hereof, remain liable for the
full amount of principal of and interest on the Notes and for the other
obligations of any Guarantor under this Indenture as provided in this Article
XII.

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<PAGE>

Section 1206. Benefits Acknowledged.

      Each Guarantor acknowledges that it will receive direct and indirect
benefits from the financing arrangements contemplated by this Indenture and that
its guarantee and waivers pursuant to its Guarantee are knowingly made in
contemplation of such benefits.

Section 1207. Contribution.

      In order to provide for just and equitable contribution among the
Guarantors, the Guarantor agree, inter se, that in the event any payment or
distribution is made by any Guarantor (a "Funding Guarantor") under this
Guarantee, such Funding Guarantor shall be entitled, subject to Section 1204
hereof, to a contribution from all other Guarantors in a pro rata amount based
on the Net Assets (defined below) of each Guarantor (including the Funding
Guarantor) for all payments, damages and expenses incurred by that Funding
Guarantor in discharging the Company's obligations with respect to the Notes or
any other Guarantor's Obligations with respect to this Guarantee. The term "Net
Assets" shall mean the amount by which the fair value of the properties and
assets of the referenced Guarantor exceeds the total amount of liabilities,
including contingent liabilities, but excluding liabilities under such
Guarantor's Note Guarantee.

Section 1208. Waiver of Subrogation.

      Subject to the provisions of Section 1207 hereof, each Guarantor hereby
irrevocably waives any claim or other rights which it may now or hereafter
acquire against the Company or other Guarantors that arise from the existence,
payment, performance or enforcement of such Guarantor's obligations, under this
Guarantee and this Indenture, including, without limitation. any right of
subrogation, reimbursement, exoneration, indemnification, and any right to
participate in any claim or remedy of any Holder of Notes against the Company or
other Guarantors, whether or not such claim, remedy or right arises in equity,
or under contract, statute or common law, including, without limitation, the
right to take or receive from the Company or other Guarantors, directly or
indirectly, in cash or other property or by setoff or in any other manner,
payment or security on account of such claim or other rights. If any amount
shall be paid to any Guarantor in violation of the preceding sentence and the
Notes shall not have been paid in full, such amount shall have been deemed to
have been paid to such Guarantor for the benefit of, and held in trust for the
benefit of, the Holders of the Notes, and shall forthwith be paid to the Trustee
to be credited and applied in accordance with the terms of this Indenture. Each
Guarantor acknowledges that it will receive direct and indirect benefits from
the financing arrangements contemplated by this Indenture and that the waiver
set forth in this Section 1208 is knowingly made in contemplation of such
benefits.

                                  ARTICLE XIII

                       Defeasance and Covenant Defeasance

Section 1301. Company's Option to Effect Defeasance or Covenant Defeasance.

                                       64
<PAGE>

      The Company may elect, at its option at any time, to have Section 1302 or
Section 1303 applied to the Notes upon compliance with the conditions set forth
below in this Article. Any such election shall be evidenced by a Board
Resolution.

Section 1302. Defeasance and Discharge.

      Upon the Company's exercise of its option to have this Section 1302
applied to the Notes, the Company and the Guarantors shall be deemed to have
been discharged from their obligations with respect to such Notes and the Note
Guarantees as provided in this Section on and after the date the conditions set
forth in Section 1304 are satisfied (hereinafter called "Defeasance"). For this
purpose, such Defeasance means that the Company shall be deemed to have paid and
discharged the entire indebtedness represented by the Notes and to have
satisfied all its other obligations under the Notes and this Indenture insofar
as the Notes are concerned (and the Trustee, at the expense of the Company,
shall execute proper instruments acknowledging the same), subject to the
following which shall survive until otherwise terminated or discharged
hereunder: (1) the rights of Holders of the Notes to receive, solely from the
trust fund described in Section 1304 and as more fully set forth in such
Section, payments in respect of the principal of and any premium and interest
on, and Additional Interest, if any, with respect to, the Notes when payments
are due, (2) the Company's obligations with respect to the Notes under Sections
304, 305, 306, 1002 and 1003, (3) the rights, powers, trusts, duties and
immunities of the Trustee hereunder and (4) this Article. Subject to compliance
with this Article, the Company may exercise its option to have this Section
applied to the Notes notwithstanding the prior exercise of its option to have
Section 1303 applied to the Notes.

Section 1303. Covenant Defeasance.

      Upon the Company's exercise of its option to have this Section 1303
applied to the Notes, (1) the Company shall be released from its obligations
under Section 801(3), Sections 1006 through 1009, inclusive, and any covenants
provided pursuant to Section 901(2) for the benefit of the Holders of the Notes
and (2) the occurrence of any event specified in Section 501(3) (with respect to
any of Section 801(3), Sections 1006 through 1009, inclusive, and any such
covenants provided pursuant to Section 901(2)) shall be deemed not to be or
result in an Event of Default, in each case with respect to the Notes as
provided in this Section on and after the date the conditions set forth in
Section 1304 are satisfied (hereinafter called "Covenant Defeasance"). For this
purpose, such Covenant Defeasance means that, with respect to the Notes, the
Company may omit to comply with and shall have no liability in respect of any
term, condition or limitation set forth in any such Section (to the extent so
specified in respect of Section 501(3)), whether directly or indirectly by
reason of any reference elsewhere herein to any such Section or by reason of any
reference in any such Section to any other provision herein or in any other
document, but the remainder of this Indenture and such Notes shall be unaffected
thereby.

Section 1304. Conditions to Defeasance or Covenant Defeasance.

      The following shall be the conditions to the application of Section 1302
or Section 1303 to any Notes:

                                       65
<PAGE>

      (1) The Company shall irrevocably have deposited or caused to be deposited
with the Trustee (or another trustee which satisfies the requirements
contemplated by Section 609 and agrees to comply with the provisions of this
Article applicable to it) as trust funds in trust for the purpose of making the
following payments, specifically pledged as security for, and dedicated solely
to, the benefits of the Holders of the Notes, (A) money in an amount, or (B)
U.S. Government Obligations which through the scheduled payment of principal and
interest in respect thereof in accordance with their terms will provide, not
later than one day before the due date of any payment, money in an amount, or
(C) a combination thereof, in each case sufficient, in the opinion of a
nationally recognized firm of independent public accountants expressed in a
written certification thereof delivered to the Trustee, to pay and discharge,
and which shall be applied by the Trustee (or any such other qualifying trustee)
to pay and discharge, the principal of and any premium and interest on and
Additional Interest, if any, with respect to, the Notes on the Stated Maturity
of the Notes, in accordance with the terms of this Indenture and the Notes. As
used herein, "U.S. Government Obligation" means (x) any security which is (i) a
direct obligation of the United States of America for the payment of which the
full faith and credit of the United States of America is pledged or (ii) an
obligation of a Person controlled or supervised by and acting as an agency or
instrumentality of the United States of America the payment of which is
unconditionally guaranteed as a full faith and credit obligation by the United
States of America, which, in either case (i) or (ii), is not callable or
redeemable at the option of the issuer thereof, and (y) any depositary receipt
issued by a bank (as defined in Section 3(a)(2) of the Securities Act) as
custodian with respect to any U.S. Government Obligation which is specified in
Clause (x) above and held by such bank for the account of the holder of such
depositary receipt, or with respect to any specific payment of principal of or
interest on any U.S. Government Obligation which is so specified and held,
provided that (except as required by law) such custodian is not authorized to
make any deduction from the amount payable to the holder of such depositary
receipt from any amount received by the custodian in respect of the U.S.
Government Obligation or the specific payment of principal or interest evidenced
by such depositary receipt.

      (2) In the event of an election to have Section 1302 apply to the Notes,
the Company shall have delivered to the Trustee an Opinion of Counsel stating
that (A) the Company has received from, or there has been published by, the
Internal Revenue Service a ruling or (B) since the date of this instrument,
there has been a change in the applicable Federal income tax law, in either case
(A) or (B) to the effect that, and based thereon such opinion shall confirm
that, the Holders of the Notes will not recognize gain or loss for Federal
income tax purposes as a result of the deposit, Defeasance and discharge to be
effected with respect to such Notes and will be subject to Federal income tax on
the same amount, in the same manner and at the same times as would be the case
if such deposit, Defeasance and discharge were not to occur.

      (3) In the event of an election to have Section 1303 apply to the Notes,
the Company shall have delivered to the Trustee an Opinion of Counsel to the
effect that the Holders of the Notes will not recognize gain or loss for Federal
income tax purposes as a result of the deposit and Covenant Defeasance to be
effected with respect to the Notes and will be subject to Federal income tax on
the same amount, in the same manner and at the same times as would be the case
if such deposit and Covenant Defeasance were not to occur.

      (4) The Company shall have delivered to the Trustee an Officer's
Certificate to the effect that

                                       66
<PAGE>

the Notes if then listed on any securities exchange, will be delisted as a
result of such deposit.

      (5) No event which is, or after notice or lapse of time or both would
become, an Event of Default with respect to the Notes shall have occurred and be
continuing at the time of such deposit or, with regard to any such event
specified in Sections 501(5) and (6), at any time on or prior to the 91st day
after the date of such deposit (it being understood that this condition shall
not be deemed satisfied until after such 91st day).

      (6) Such Defeasance or Covenant Defeasance shall not cause the Trustee to
have a conflicting interest within the meaning of the Trust Indenture Act
(assuming all Notes are in default within the meaning of such Act).

      (7) The Company shall have delivered to the Trustee an Officers'
Certificate stating that the deposit was not made by the Company with the intent
of preferring the Holders over any other creditors of the Company or with the
intent of defeating, hindering or delaying or defrauding creditors of the
Company or others.

      (8) Such Defeasance or Covenant Defeasance shall not result in a breach or
violation of, or constitute a default under, any other agreement or instrument
to which the Company is a party or by which it is bound.

      (9) Such Defeasance or Covenant Defeasance shall not result in the trust
arising from such deposit constituting an investment company within the meaning
of the Investment Company Act unless such trust shall be registered under such
Act or exempt from registration thereunder.

      (10) The Company shall have delivered to the Trustee an Officer's
Certificate and an Opinion of Counsel, each stating that all conditions
precedent with respect to such Defeasance or Covenant Defeasance have been
complied with.

Section 1305. Deposited Money and U.S. Government Obligations to Be Held in
      Trust; Miscellaneous Provisions.

      Subject to the provisions of the last paragraph of Section 1003, all money
and U.S. Government Obligations (including the proceeds thereof) deposited with
the Trustee or other qualifying trustee (solely for purposes of this Section and
Section 1306, the Trustee and any such other trustee are referred to
collectively as the "Trustee") pursuant to Section 1304 in respect of the Notes
shall be held in trust and applied by the Trustee, in accordance with the
provisions of the Notes and this Indenture, to the payment, either directly or
through any such Paying Agent (including the Company acting as its own Paying
Agent) as the Trustee may determine, to the Holders of the Notes, of all sums
due and to become due thereon in respect of principal and any premium and
interest and Additional Interest, if any, but money so held in trust need not be
segregated from other funds except to the extent required by law.

      The Company shall pay and indemnify the Trustee against any tax, fee or
other charge imposed on or assessed against the U.S. Government Obligations
deposited pursuant to Section 1304 or the principal and interest received in
respect thereof other than any such tax, fee or other

                                       67
<PAGE>

charge which by law is for the account of the Holders of Outstanding Notes.

      Anything in this Article to the contrary notwithstanding, the Trustee
shall deliver or pay to the Company from time to time upon Company Request any
money or U.S. Government Obligations held by it as provided in Section 1304 with
respect to the Notes which, in the opinion of a nationally recognized firm of
independent public accountants expressed in a written certification thereof
delivered to the Trustee, are in excess of the amount thereof which would then
be required to be deposited to effect the Defeasance or Covenant Defeasance, as
the case may be, with respect to the Notes.

Section 1306. Reinstatement.

      If the Trustee or the Paying Agent is unable to apply any money in
accordance with this Article with respect to any Notes by reason of any order or
judgment of any court or governmental authority enjoining, restraining or
otherwise prohibiting such application, then the obligations under this
Indenture and such Notes from which the Company has been discharged or released
pursuant to Section 1302 or 1303 shall be revived and reinstated as though no
deposit had occurred pursuant to this Article with respect to such Notes, until
such time as the Trustee or Paying Agent is permitted to apply all money held in
trust pursuant to Section 1305 with respect to such Notes in accordance with
this Article; provided, however, that if the Company makes any payment of
principal of or any premium or interest on, or any Additional Interest with
respect to, any such Note following such reinstatement of its obligations, the
Company shall be subrogated to the rights (if any) of the Holders of the Notes
to receive such payment from the money so held in trust.

      This instrument may be executed in any number of counterparts, each of
which so executed shall be deemed to be an original, but all such counterparts
shall together constitute but one and the same instrument.

                  [REMAINDER OF PAGE INTENTIONALLY LEFT BLANK]

                                       68
<PAGE>

      In Witness Whereof, the parties hereto have caused this Indenture to be
duly executed all as of the day and year first above written.

                                 INTERNATIONAL SPEEDWAY CORPORATION

                                       By: /s/ Glenn R. Padgett
                                           ---------------------------
                                       Name:  Glenn R. Padgett
                                       Title: Vice President

(Signatures Continue Next Page)

<PAGE>

                                 GUARANTORS

                                 88 CORP.
                                 AMERICROWN SERVICE CORPORATION
                                 ASC HOLDINGS, INC.
                                 ASC PROMOTIONS, INC.
                                 THE CALIFORNIA SPEEDWAY CORPORATION
                                 CHICAGO HOLDINGS, INC.
                                 DARLINGTON RACEWAY OF SOUTH CAROLINA, LLC
                                 DAYTONA INTERNATIONAL SPEEDWAY, LLC
                                 EVENT EQUIPMENT LEASING, INC.
                                 EVENT SUPPORT CORPORATION
                                 GREAT WESTERN SPORTS, INC.
                                 HBP, INC.
                                 HOMESTEAD-MIAMI SPEEDWAY, LLC
                                 INTERNATIONAL SPEEDWAY, INC.
                                 ISC PROPERTIES, INC.
                                 ISC PUBLICATIONS, INC
                                 ISC.COM, LLC
                                 KANSAS SPEEDWAY CORPORATION
                                 KANSAS SPEEDWAY DEVELOPMENT CORP.
                                 LEISURE RACING, INC.
                                 MIAMI SPEEDWAY CORP.
                                 MICHIGAN INTERNATIONAL SPEEDWAY, INC.
                                 MOTOR RACING NETWORK, INC.
                                 MOTORSPORTS ACCEPTANCE CORPORATION
                                 MOTORSPORTS INTERNATIONAL CORP.
                                 NEW YORK INTERNATIONAL SPEEDWAY CORP.
                                 NORTH AMERICAN TESTING COMPANY
                                 NORTH CAROLINA SPEEDWAY, INC.
                                 PENNSYLVANIA INTERNATIONAL RACEWAY, INC.
                                 PHOENIX SPEEDWAY CORP.
                                 RICHMOND INTERNATIONAL RACEWAY, INC.
                                 ROCKY MOUNTAIN SPEEDWAY CORPORATION
                                 SOUTHEASTERN HAY & NURSERY, INC.
                                 TALLADEGA SUPERSPEEDWAY, LLC
                                 WATKINS GLEN INTERNATIONAL, INC.

                                 Each by its duly authorized officer:

                                    By: /s/ Glenn R. Padgett
                                        ------------------------
                                       Glenn R. Padgett
                                       Secretary of the Guarantors listed above

<PAGE>

                                 HBP, INC.

                                 By: /s/ Doris J. Krick
                                     ----------------------
                                 Name:Doris J. Krick
                                 Title: Vice President

                                 INTERNATIONAL SPEEDWAY, INC.
                                 By: /s/ Doris J. Krick
                                     ---------------------
                                 Name: Doris J. Krick
                                 Title: Vice President

                                 MOTORSPORTS ACCEPTANCE CORPORATION

                                 By: /s/ Janice C. George
                                     ----------------------
                                 Name: Janice C. George
                                 Title: Secretary


<PAGE>

                                 WACHOVIA BANK, NATIONAL
                                 ASSOCIATION as Trustee

                                 By: /s/ Catherine Eddins
                                     -----------------------
                                 Name: Catherine Eddins
                                 Title:   Trust Officer

<PAGE>

                                    EXHIBIT A

                                 ASSIGNMENT FORM

      If you, the Holder, want to assign this Note, fill in the form below and
have your signature guaranteed:

      I or we assign and transfer this Note to:

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

__________________

________________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

________________________________________________________________________________

and irrevocably appoint, ____________________, agent to transfer this Note on
the books of the Company. The agent may substitute another to act for him.

Date:________________                        Sign:_____________________
                                             (Sign exactly as your name appears
                                             on the other side of this Note)

Signature Guarantee:

      In connection with any transfer of this Note occurring prior to the date
which is the earlier of (i) the date of the declaration by the SEC of the
effectiveness of a registration statement under the Securities Act of 1933, as
amended (the "Securities Act") covering resales of this Note (which
effectiveness shall not have been suspended or terminated at the date of the
transfer) and (ii) April 23, 2006, the undersigned confirms that it has not
utilized any general solicitation or general advertising in connection with the
transfer and that this Note is being transferred:

[Check One]

(1)   [ ] to the Company or a subsidiary thereof;

(2)   [ ] pursuant to and in compliance with Rule 144A under the Securities Act;

(3)   [ ] outside the United states to a "foreign person" in compliance with
          Rule 904 of Regulation S under the Securities Act;

<PAGE>

(4)   [ ] pursuant to the exemption from registration provided by Rule 144 under
          the Securities Act;

(5)   [ ] pursuant to an effective registration statement under the Securities
          Act; or

(6)   [ ] pursuant to another available exemption from the registration
          requirements of the Securities Act.

      Unless one of the boxes is checked, the Trustee will refuse to register
any of the Notes evidenced by this certificate in the name of any person other
than the registered Holder thereof, provided that if box (3), (4) or (6) is
checked, the Company or the Trustee may require, prior to registering any such
transfer of the Notes, in its sole discretion, such legal opinions,
certifications (including an investment letter in the case of box (4)) and other
information as the Trustee or the Company has reasonably requested to confirm
that such transfer is being made pursuant to an exemption from, or in a
transaction not subject to, the registration requirements of the Securities Act.

      If none of the foregoing boxes is checked, the Trustee or Registrar shall
not be obligated to register this Note in the name of any person other than the
Holder hereof unless and until the conditions to any such transfer of
registration set forth herein and in Section 312 of the Indenture shall have
been satisfied.

Date:_____________                   Signed:____________________________
                                     (Sign exactly as your name appears on the
                                     other side of this Note)

Signature Guarantee:

TO BE COMPLETED BY PURCHASER IF (2) ABOVE IS CHECKED

      The undersigned represents and warrants that it is purchasing this Note
for its own account or an account with respect to which it exercises sole
investment discretion and that it and any such account is a "qualified
institutional buyer" within the meaning of Rule 144A under the Securities Act
and is aware that the sale to it is being made in reliance on Rule 144A and
acknowledges that it has received such information regarding the Company as the
undersigned has requested pursuant to Rule 144A or has determined not to request
such information and that it is aware that the transferor is relying upon the
undersigned's foregoing representations in order to claim the exemption from
registration provided by Rule 144A.

Date:_______________                         Signed:___________________________
                                             Executive Officer



<PAGE>

                                    EXHIBIT B

                                 ASSIGNMENT FORM

      If you, the Holder, want to assign this Note. fill in the form below and
have your signature guaranteed:

I or we assign and transfer this Note to:

PLEASE INSERT SOCIAL SECURITY OR OTHER
IDENTIFYING NUMBER OF ASSIGNEE

________________________________________________________________________________
  (PLEASE PRINT OR TYPEWRITE NAME AND ADDRESS, INCLUDING ZIP CODE, OF ASSIGNEE)

________________________________________________________________________________

and irrevocably appoint, ________________________, agent to transfer this Note
on the books of the Company. The agent may substitute another to act for him.

Date:______________                   Signed:_____________________________
                                      (Sign exactly as your name appears on the
                                      other side of this Note)

Signature Guarantee:



<PAGE>

                                    EXHIBIT C

             FORM OF CERTIFICATE TO BE DELIVERED IN CONNECTION WITH
                TRANSFERS OF TEMPORARY REGULATION S GLOBAL NOTE

                                                                          [Date]

[Trustee]

            Re:   International Speedway Corporation (the "COMPANY")
                  5.40% Senior Notes due 2014 (the "NOTES")

Dear Sirs:

            This letter relates to U.S. $ ______________ principal amount of
Notes represented by a certificate (the "LEGENDED CERTIFICATE") which bears a
legend outlining restrictions upon transfer of such Legended Certificate.
Pursuant to Section 312(c) of the Indenture (the "INDENTURE") dated as of April
23, 2004 relating to the Notes, we hereby certify that we are (or we shall hold
such securities on behalf of) a person outside the United States (or to an
Initial Purchaser (as defined in the Indenture)) to whom the Notes could be
transferred in accordance with Rule 904 of Regulation S promulgated under the
U.S. Securities Act of 1933, as amended.

            You, as Trustee, the Company, counsel for the Company and others are
entitled to rely upon this letter and are irrevocably authorized to produce this
letter or a copy hereof to any interested party in any administrative or legal
proceedings or official inquiry with respect to the matters covered hereby.
Terms used in this letter have the meanings set forth in Regulation S.

                                 Very truly yours,

                                 [Name of Holder]

                                 By:_____________________________________
                                            Authorized Signature

<PAGE>

                                    EXHIBIT D

                       Form of Certificate To Be Delivered
                          in Connection with Transfers
                            Pursuant to Regulation S

                          ___________________, _______

[ ]
Wachovia Bank, National Association
225 Water Street, 3rd Floor
Jacksonville, Florida 32202
Attention: Corporate Trust Department

      Re: International Speedway Corporation (the "Company")
          5.40 % Senior Notes
          due 2014   (the "Notes")

Ladies and Gentlemen:

      In connection with our proposed sale of $________________ aggregate
principal amount of the Notes, we confirm that such sale has been effected
pursuant to and in accordance with Regulation S under the U.S. Securities Act of
1933, as amended (the "Securities Act"), and, accordingly, we represent that:

      1. the offer of the Notes was not made to a person in the United States;

      2. either (a) at the time the buy offer was originated, the transferee was
outside the United States or we and any person acting-on our behalf reasonably
believed that the transferee was outside the United States, or (b) the
transaction was executed in, on or through the facilities of a designated
off-shore securities market and neither we nor any person acting on our behalf
knows that the transaction has been pre-arranged with a buyer in the United
States;

      3. no directed selling efforts have been made in the United States in
contravention of the requirements of Rule 903(b) or Rule 904(b) of Regulation S,
as applicable;

      4. the transaction is not part of a plan or scheme to evade the
registration requirements of the Securities Act; and

      5. we have advised the transferee of the transfer restrictions applicable
to the Notes.

You and the Company are entitled to rely upon this letter and are irrevocably
authorized to produce this letter or a copy hereof to any interested party in
any administrative or legal proceedings or official inquiry with respect to the
matters covered hereby. Terms used in this

<PAGE>

certificate have the meanings set forth in Regulation S.

                                 Very truly yours,

                                 (Name of Transferor]

                                 By:
                                     Authorized Signature